<PAGE> 1
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): October 28, 1999
GARY PLAYER DIRECT, INC.
-----------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 033-07811NY 91-1999113
- -------------------------------- ----------- ------------------
State or Other Jurisdiction Commission IRS Employer
of Incorporation or Organization File Number Identification No.
710 Aerovista, Suite B, San Luis Obispo, CA 93401
- ------------------------------------------- --------
Address of Principal Executive Offices Zip Code
Registrant's telephone number, including area code: (805)783-1011
---------------
formerly, Grafix Corporation
-----------------------------------------------------------
Former name or former address, if changed since last report
<PAGE> 2
Item 4. Changes in Registrant's Certifying Accountant.
Gary Player Direct, Inc. (the "Company") engaged Grant Thornton LLP
("Grant Thornton") as the Company's new independent auditors. The Company's
Board of Directors approved the engagement of such auditors on October 28, 1999
as well as the termination of the engagement of the Company's former accountant,
Scheifley & Associates, P.C. ("Scheifley"). Scheifley will not serve as the
Company's auditor after the Company has filed its Quarterly Report on Form
10-QSB for the quarter ended December 31, 1998.
Scheifley's reports on the Company's financial statements for the
fiscal years ended September 30, 1997 and September 30, 1998 did not contain an
adverse opinion or a disclaimer of opinion; nor were such reports qualified or
modified as to uncertainty, audit scope or accounting principles, except that
the report for the year ended September 30, 1998 indicated substantial doubt
about the Company's ability to continue as a going concern.
During the Company's fiscal years ended September 30, 1997 and
September 30, 1998 and the subsequent period through the filing of the Company's
Quarterly Report on For 10-QSB for the quarter ended December 31, 1998, there
were no disagreements between the Company and Scheifley on any matter of
accounting principles or practices, financial statements disclosure, or auditing
scope or procedure, which disagreement, if resolved or not resolved to the
satisfaction of Scheifley would have caused it to make reference to the subject
matter of the disagreement in connection with its report. The Company also did
not experience any of the events listed in paragraph (a)(1)(v)(A) through (D) of
Item 304 of Regulation S-B, which events are defined as "reportable events",
during the Company's two most recent fiscal years and the subsequent interim
period to October 28, 1999.
Grant Thornton was not consulted concerning the application of
accounting principles to any specific transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Company's financial
statements, nor was a written report provided to the Company nor oral advice
provided that Grant Thornton concluded was an important factor considered by the
Company in reaching its decision as to any accounting, auditing or financial
reporting issue. Nor did the Company consult with Grant Thornton regarding any
disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-B)
or any event (as identified in paragraph (a)(1)(iv) of Item 304 of Regulation
S-B).
2
<PAGE> 3
Item 7. Financial Statements
(c) Exhibits.
16.1 Letter from Scheifley & Associates, P.C.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GARY PLAYER DIRECT, INC.
By:
-------------------------------------------
Carl Casareto, Executive Vice President and
Treasurer (Principal Financial Officer)
Date: November 3, 1999
3
<PAGE> 1
Exhibit 16.1
November 2, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Gary Player Direct, Inc. (formerly Grafix Corporation)
Dear Sir/Madam:
Pursuant to the request of the above named company, we affirm that:
(1) We have read the Company's response to Item 4 of Form 8-K dated October 28,
1999 and
(2) We agree with the response.
Sincerely,
/s/ James E. Scheifley & Associates, P.C.
James E. Scheifley & Associates, P.C.
