SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) August 31, 1999
Spectrum Information Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-15596 75-1940923
(State or other jurisdiction (Commission IRS Employer
of incorporation or organization) File Number) Identification No.)
594 Broadway, Suite 1001, New York, NY 10012
(Address of principal executive offices)
Registrant's telephone number, including area code (212) 965-0013
P.O. Box 1006, New York, NY 10268-1006
(Former name or former address, if changed since last report)
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Item 4 - Changes in Company's Certifying Accountants.
(a) Previous Independent Public Accountants
Effective August 31, 1999, the Board of Directors of Spectrum Information
Technologies, Inc., doing business as Siti-Sites.com (the "Company") terminated
the engagement of BDO Seidman LLP ("BDO") as its independent public accountants.
In connection with the audits of the Company's financial statements for the
last two fiscal years ending March 31, 1999, and March 31, 1998 and through the
period ending August 31, 1999, there were no disagreements between Spectrum and
BDO on any matters of accounting principles or practices, financial statements
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of BDO, would have caused it to make a reference to the
subject matter of the disagreements in connection with its reports on financial
statements. There were no "reportable events" as described in Item 304(a)(1)(v)
of Regulation S-K with respect to the Company within the last two fiscal years
ending March 31, 1998 or March 31, 1999, and the subsequent period ending August
31, 1999. BDO's reports on the Company's financial statements as of March 31,
1999 and 1998 contained no adverse opinion or disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope or accounting
principle. However, BDO's report for the fiscal year ended March 31, 1999
contained an explanatory paragraph which stated that the Company's significant
recurring losses, its change of control, the discontinuance of its prior
business and its new strategic direction, raised substantial doubt about its
ability to continue as a going concern. In addition, BDO's report for the fiscal
year ended March 31, 1998 contained an explanatory paragraph which stated that
unless the Company was able to successfully raise financing, there remained a
substantial doubt about the Company's ability to continue as a going concern.
The Company has provided a copy of this disclosure to BDO in compliance with the
provisions of Item 304 (a)(3) of Regulation S-K and has requested a letter from
BDO addressed to the Securities and Exchange Commission stating that BDO agrees
with the statements as set forth above.
A copy of that letter, dated September 7, 1999, is attached as Exhibit 16.1
to this Current Report on Form 8-K.
(b) New Independent Public Accountants
Effective August 31, 1999, the Company engaged the accounting firm of
Edward Isaacs & Company LLP as independent public accountants of the Company.
During the two most recent fiscal years ending March 31, 1999 and March 31,
1998, and through the period ending August 31, 1999, the Company has not
consulted with Edward Isaacs & Company LLP regarding (i) either the application
of accounting principles to a specified transaction, either completed or
proposed; or the type of audit opinion that might be rendered on the Company's
financial statements, and neither a written report was provided to the Company
or oral advice was provided that Edward Isaacs & Company LLP concluded was an
important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any matter that was
either the subject of a disagreement, as that term is defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a "reportable event" as described in Item 304(a)(1)(v) of
Regulation S-K. However, following the Company's change of control transaction
in December 1998 (as described in the Company's Annual Report on Form 10-K,
filed with the SEC on July 14, 1999), the Company consulted with Edward Isaacs &
Company LLP from time to time with respect to tax issues.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits.
The following exhibit is filed herewith:
Exhibit No. Description
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16.1 Letter from BDO regarding change in certifying accountant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned,
thereto duly authorized.
Dated: September 3, 1999
SPECTRUM INFORMATION TECHNOLOGIES, INC.
By /s/ Lawrence M. Powers
Lawrence M. Powers
President, Chief Executive Officer and
Chairman of the Board of Directors
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Exhibit 16.1
[LETTERHEAD OF BDO SEIDMAN, LLP]
September 7, 1999
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Gentlemen:
We have been furnished with a copy of the response to Item 4 of Form 8-K for the
event that occurred on August 31, 1999, to be filed by our former client,
Spectrum Information Technologies, Inc. We agree with the statements made in
response to that Item insofar as they relate to our Firm.
Very truly yours,
/s/ BDO Seidman, LLP
BDO Seidman, LLP
