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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 1, 1996
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Direct Connect International Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-18288 22-2705223
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(State or other (Commission (IRS Employer
jurisdiction of incorporation File Number) Identification No.)
266 Harristown Road, Glen Rock, New Jersey 07452
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201)445-2101
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(Former name or former address, if changed since last report
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Item 4. Changes in Registrant's Certifying Accountant
Effective May 1, 1996, the Company's Board of Directors appointed Bederson &
Company LLP ("Bederson") as independent auditors to audit the financial
statements of the Company for the fiscal year ended April 30, 1996. Bederson was
engaged as auditors following the withdrawal of Mr. Eric Barr as a principal in
the accounting firm of Todman & Co. ("Todman"), the auditors of the Company's
financial statements for fiscal years up to and including the fiscal year ended
April 30, 1995, and after his joining Bederson as a principal. Todman's report
on the financial statements of the Company for the fiscal year ended April 30,
1995, contained a qualification as to uncertainty. Such report is attached
hereto as Exhibit A. During Todman's engagement there were no disagreements with
Todman on any matter of accounting principle or practices, financial statement
disclosure or audit scope or procedure, which disagreements if not resolved to
the satisfaction of Todman would have caused Todman to make reference to the
subject matter of the disagreement in connection with Todman's report.
Todman has furnished the Company with a letter addressed to the Securities and
Exchange Commission stating that Todman agrees with the statements made by the
Company in response to this item. This letter is attached hereto as Exhibit B.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Financial Statements-Not applicable
Pro Forma Financial Information-Not applicable
Exhibits: (A) Independent Auditors' Report, dated July 26, 1995.
(B) Letter, dated August 15, 1996, to the Securities and Exchange
Commission from Todman & Co., CPA's, P.C.
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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.
DIRECT CONNECT INTERNATIONAL INC.
(Registrant)
Date: August 15, 1996 By: /s/ Peter L. Schneider
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Peter L. Schneider
President and Chief
Operating Officer
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EXHIBIT A
TODMAN & CO., CPAs, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
120 BROADWAY
NEW YORK, NY 10271
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Direct Connect International Inc. and Subsidiary
700 Godwin Avenue, Suite 110
Midland Park, NJ 07432
We have audited the accompanying consolidated balance sheets of Direct Connect
International Inc. and Subsidiary as of April 30, 1995 and 1994, and the related
consolidated statements of operations, changes in shareholders' (deficit)
equity, and cash flows for the years ended April 30, 1995, 1994 and 1993. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Direct Connect
International Inc. and Subsidiary as of April 30, 1995 and 1994, and the results
of their operations and their cash flows for the years ended April 30, 1995,
1994 and 1993 in conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has suffered a substantial loss
from operations, has negative cash flows from operating activities and has a
working capital deficiency that raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 1. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/S/ Todman & Co., CPA's, P.C.
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TODMAN & CO., CPA'S, P.C.
Certified Public Accountants, (N.Y.)
New York, N.Y.
July 26, 1995
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EXHIBIT B
TODMAN & CO., CPAs, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
120 BROADWAY
NEW YORK, N.Y. 10271
August 15, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Direct Connect International Inc. (DCI)
File No. 0-18288
Form 8-K Dated May 1, 1996
Dear Sir:
This letter is being sent to the Securities and Exchange Commission in
connection with Changes in DCI's Certifying Accountant as reported in the above
referenced Form 8-K (Form 8-K)
This will confirm that Todman & Co., CPA's, P.C., auditors of DCI's financial
statements for fiscal years up to and including the fiscal year ended April 30,
1995, agrees with the statements made by DCI in response to Item 4 - Changes in
Registrant's Certifying Accountant as set forth in the Form 8-K.
Very truly yours,
/S/ Jay Trien
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Jay Trien
Managing Director
