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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
to
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 17, 1997
Market America, Inc.
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(Exact Name of Registrant as Specified in its Charter)
North Carolina 000-23250 56-1784094
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State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Organization) Number) Identification No.)
7605-A Business Park Drive 27409
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (910) 605-0040
N.A.
(Former Name or Former Address, if Changed Since Last Report)
Five consecutive pages
Exhibit Index appears on consecutive page 4.
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MARKET AMERICA, INC.
Item 4. Changes in Registrant's Certifying Accountant.
On July 17, 1997, Market America, Inc. (the "Registrant")
accepted the resignation of its former principal accountant and engaged the firm
of Dixon, Odom & Co., L.L.P. ("Dixon, Odom") as the principal accountant to
audit the Registrant's financial statements for the fiscal year ended April 30,
1997. Before the engagement, neither the Registrant nor anyone acting on its
behalf (i) had consulted Dixon, Odom regarding the application of accounting
principles to a specific completed or contemplated transaction, or the type of
audit that might be rendered on the Registrant's financial statements, and (ii)
had been provided by Dixon, Odom with advice that was an important factor
considered by the Registrant in reaching a decision as to an accounting,
auditing or financial reporting issue. The decision to change accountants was
approved by the Board of Directors of the Registrant.
Terrence J. Dunne, Certified Public Accountant, Spokane,
Washington, previously had audited the Registrant's financial statements. Mr.
Dunne's reports on the financial statements of the Registrant for the fiscal
years ended April 30, 1995 and 1996 did not contain an adverse opinion or
disclaimer of opinion, nor were they modified as to uncertainty, audit scope or
accounting principles. During those years and to the present, there were no
disagreements between the Registrant and Mr. Dunne on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure that, if not resolved to Mr. Dunne's satisfaction, would have caused
Mr. Dunne to make reference to the subject matter of the disagreement in
connection with his report.
The Registrant requested Dixon, Odom to review the disclosure
contained in the first paragraph of this Item 4 and provided Dixon, Odom an
opportunity to furnish the Registrant with a letter addressed to the Commission
containing any new information, clarification of the Registrant's expression of
its views, or the respects in which Dixon, Odom did not agree with the
statements made in the first paragraph. Included as an exhibit to this report is
a copy of a letter from Dixon, Odom expressing agreement with such statements.
The Registrant provided Mr. Dunne with a copy of the
disclosures made in the first and second paragraphs of this Item 4, requesting
Mr. Dunne to
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furnish a letter addressed to the Commission stating whether he agreed with the
statements made therein and, if not, stating the respects in which he did not
agree. Included as an exhibit to this report is a copy of a letter from Mr.
Dunne expressing agreement with such statements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Listed below are the financial statements, pro forma financial
information and exhibits filed as part of this report:
(a) Financial statements of businesses acquired:
N.A.
(b) Pro forma financial information:
N.A.
(c) Exhibits:
The exhibits filed as part of this report
are listed in the Exhibits Index, which
appears immediately after the signature page
and is incorporated herein by this
reference.
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.
MARKET AMERICA, INC.
By: /s/ Dennis Franks
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Dennis Franks
Executive Vice President
Date: August 21, 1997
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Exhibits Index
Exhibit
Number Exhibit Description
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16-1 Letter of Dixon, Odom & Co., L.L.P., dated July 21, 1997
(incorporated by reference to the Registrant's Current
Report on Form 8-K filed on July 23, 1997)
16-2* Letter of Terrence J. Dunne, Certified Public Accountant,
dated August 21, 1997
* Filed herewith.
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EXHIBIT 16-2
[Letterhead of
Terrence J. Dunne, MBA, MST]
August 21, 1997
Securities and Exchange Commission
Washington, DC 20549
RE: Market America, Inc.
SEC File Number 000-23250
Dear Sir or Madam:
I have read Item 4 of the Form 8-K/A of Market America, Inc. dated August 21,
1997, and agree with the statements contained therein.
Sincerely,
/s/ Terrence J. Dunne
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Terrence J. Dunne
Certified Public Accountant
Spokane, Washington
