SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): June 15, 1999
MONSTERDAATA.COM, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 033-01599 22-2732163
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(State or Other (Commission (IRS Employer
Jurisdiction of File No.) Identification No.)
Incorporation)
115 Stevens Avenue, Valhalla, NY 10595
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (914) 747-9100
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D-Vine, Ltd., 712 Fifth Avenue, Fifth Floor, New York, NY 10019
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(Former Name or Former Address, if Changed Since Last Report)
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This Current Report of MonsterDaata.com, Inc. ("Registrant") on Form 8-K
describes changes in Registrant's certifying accountants (Items 4 and 7(c)
below) and in Registrant's fiscal year (Item 8 below).
Registrant previously entered into an Acquisition Agreement and Plan of
Reorganization, dated as of March 26, 1999, between Taconic Data Corp.
("Taconic"), Registrant and certain shareholders of Taconic and Registrant (the
"Acquisition Agreement"). Pursuant to the Acquisition Agreement, Registrant
acquired 99.2% of the issued and outstanding capital stock of Taconic, a
privately-held corporation, in exchange for the issuance of an aggregate of
6,000,000 shares of Registrant's common stock (the "Acquisition"), which
resulted in a change in control of Registrant (the former shareholders,
directors and officers of Taconic now control Registrant). Registrant also filed
a Certificate of Amendment to its Certificate of Incorporation, changing its
corporate name from "D-Vine, Ltd." to "MonsterDaata.com, Inc." following the
completion of the Acquisition. The Acquisition was deemed a reorganization or
"reverse acquisition" for accounting purposes. As a result of the Acquisition,
Registrant has elected to retain Taconic's current auditors to be Registrant's
certifying accountants, and Registrant has elected to change its fiscal year end
to December 31 to match Taconic's historical fiscal year end. These changes are
described in Items 4 and 8 below.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective June 15, 1999, Thomas P. Monahan, Registrant's independent auditor for
the fiscal year ended September 30, 1998, was dismissed by Registrant as part of
Registrant's transition activities following the completion of the Acquisition.
Effective June 15, 1999, the new Board of Directors of Registrant appointed
Marcum & Kliegman, LLP, the independent auditors for Taconic, as Registrant's
new independent auditors.
Registrant's financial statements prepared by Thomas P. Monahan contained no
adverse opinion or disclaimer of opinion, or were qualified as to uncertainty,
scope or accounting principals. The decision to change accountants was
recommended by Registrant's new Board of Directors.
Registrant believes that there were no disagreements with Thomas P. Monahan
within the meaning of Instruction 4 of Item 304 of Regulation S-B on any matters
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures in connection with audits of Registrant's financial
statements for the fiscal year ended September 30, 1998, which disagreements, if
not resolved to the satisfaction of Thomas P. Monahan, would have caused that
firm to make reference in connection with its reports to the subject matter of
the disagreement(s) or any reportable events.
Registrant has requested that Thomas P. Monahan furnish it with a letter
addressed to the Securities and Exchange Commission (the "SEC") stating whether
it agrees with the above statements and, if not, stating the respects in which
it does not agree. A copy of such letter, dated June 15, 1999, is filed as
Exhibit (c)(1) to this Current Report.
ITEM 7(c). EXHIBITS
Exhibit Number Description
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(c)(1) Letter on change in certifying
accountant from Thomas P. Monahan
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ITEM 8. CHANGE IN FISCAL YEAR
Effective June 15, 1999, Registrant's Board of Directors amended Registrant's
By-laws, changing Registrant's fiscal year end from September 30 to December 31.
This change was enacted in order to establish Registrant's fiscal year end to be
consistent with Registrant's newly acquired principal operating company
(Taconic). As a result of this change, Registrant intends to file quarterly
reports for the six month period ending June 30, 1999 and the nine month period
ending September 30, 1999, as well as an annual report on Form 10-KSB for the
fiscal year ending December 31, 1999. Since Registrant has adopted the fiscal
year of the accounting acquiror (Taconic) in the Acquisition, there is no change
in the periods of the financial statements of the operating company and no
transition report will be filed by Registrant in connection with this change in
Registrant's fiscal year.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MONSTERDAATA.COM, INC.
By: /s/ James Garfinkel
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James Garfinkel
Vice-President, Secretary and Treasurer
Date: June 15, 1999
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Exhibit (c)(1)
THOMAS MONAHAN
CERTIFIED PUBLIC ACCOUNTANT
208 LEXINGTON AVENUE
PATERSON, NEW JERSEY 07502
(973) 790-8775
June 15, 1999
Securities and Exchange Commission
Washington DC 20549
I, Thomas Monahan, hereby confirm my resignation as independent auditor for
MonsterDaata.com, Inc. (formerly known as D-Vine, Ltd.), effective June 15,
1999.
We have received a copy of the Form 8-K dated June 15, 1999, reporting in Item 4
the events which transpired relating to my resignation as independent auditor
and the appointment of Marcum & Kliegman, LLP as new independent auditors.
We have reviewed Item 4 of such Form 8-K and have no disagreements with the
position of the Registrant as stated therein.
Respectfully submitted,
/s/ Thomas Monahan
Certified Public Accountant
MEMBER OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS MEMBERS OF THE
SEC PRACTICE and THE PRIVATE COMPANIES PRACTICE SECTION
