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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): December 13, 1999
FRAGRANCENET.COM, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 0-16819 94-3054267
(State or other Jurisdiction) (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2070 DEER PARK AVENUE
DEER PARK, NEW YORK 11729
(Address of principal executive offices)
Registrant's telephone number, including area code: (516) 242-3205
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On December 13, 1999, FragranceNet.com, Inc. (the "Registrant")
dismissed Janover Rubinroit, LLC ("Janover Rubinroit") as its independent
auditors and appointed KPMG LLP ("KPMG") as its independent auditors for the
fiscal year ending March 31, 2000. The decision to dismiss Janover Rubinroit and
to retain KPMG was approved by the Board of Directors of the Registrant.
The report of Janover Rubinroit as of and for the fiscal year ended
December 31, 1998 did not contain an adverse opinion or a disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope or accounting
principles. Janover Rubinroit did not prepare the report of the Registrant for
the fiscal year ended December 31, 1997. During the fiscal years ended December
31, 1998 and 1997, there were no (i) disagreements between Janover Rubinroit and
the Registrant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Janover Rubinroit, would have caused it to
make a reference to the subject matter of the disagreement in connection with
its reports on the Registrant's financial statements, or (ii) "reportable
events" within the meaning of Item 304(a)(1)(v) of Regulation S-K promulgated
under the Securities Act of 1933, as amended.
Pursuant to an Agreement and Plan of Merger dated July 28, 1999 by and
among the Registrant , FAC, Inc., Telescents, Inc. ("Telescents"), Dennis M.
Apfel, Jason S. Apfel and Growth Capital Partners, L.L.C., the merger of
Telescents with a wholly owned subsidiary of the Registrant was accounted for as
a reverse acquisition with TeleScents as the accounting acquiror and the
Registrant will continue to utilize the March 31 fiscal year end date of
Telescents. The financial statements of Telescents as of and for the fiscal year
ended March 31, 1999 were audited and previously filed on Form 8-K on August 10,
1999, therefore there is no transition period. The next audited statements will
be prepared as of and for the fiscal year ended March 31, 2000.
Prior to the engagement of KPMG, the Registrant did not consult with
such firm on any accounting, auditing or financial reporting issue.
The Registrant has furnished Janover Rubinroit with a copy of this
report and has requested it to furnish the Registrant with a letter addressed to
the Securities and Exchange Commission (the "SEC") stating whether it agrees
with the statements made by the Registrant in response to Item 304(a) of
Regulation S-K and, if not, stating the respects in which it does not agree. A
copy of Janover Rubinroit's letter to the SEC, dated December 15, 1999, is filed
as Exhibit 16.1 to this Form 8-K.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibits are filed with this report:
16.1 Letter from Janover Rubinroit to the SEC regarding the change
in the Registrant's certifying accountant dated December 15, 1999.
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SIGNATURE
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.
FRAGRANCENET.COM, INC.
Date: December 15, 1999
By: /s/Jason S. Apfel
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Jason S. Apfel
President and Chief Executive
Officer
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FRAGRANCENET.COM, INC.
Exhibit Index
To Form 8-K
Exhibit No. Description
16.1 Letter from Janover Rubinroit, LLC to the SEC regarding the
change in the Registrant's certifying accountant dated
December 15, 1999.
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Exhibit 16.1
December 15, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
re: FragranceNet.com, Inc.
File No. 0-16819
Commissioners:
We have read the statements made by FragranceNet.com, Inc in Item 4 of the Form
8-K dated December 13, 1999, which we understand will be filed with the
Commission. We agree with the statements contained in such Form 8-K concerning
our firm.
Very truly yours,
/s/ Janover Rubinroit, LLC
