SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 15, 1998
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WATERSIDE CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)
Virginia
(State or other jurisdiction of incorporation or organization)
333-36709 54-1694665
(Commission File Number) (I.R.S. Employer Identification No.)
300 E. Main Street, #1380
Norfolk, Virginia 23510
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (757) 626-1111
N.A.
(Former name of former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
On June 8, 1998, the Registrant dismissed the firm of Hoffman, Morrison
& Fitzgerald, P.C. ("Hoffman Morrison") as the Registrant's principal
accountant. On that same date, the Registrant appointed KPMG Peat Marwick
("KPMG") as the principal accountant of the Registrant effective immediately.
The decision to change the Registrant's accountant was recommended by the Audit
Committee of the Board of Directors and approved by the full Board.
During the Registrant's two most recent fiscal years and the subsequent
interim period preceding the dismissal of Hoffman Morrison and the appointment
of KPMG: (i) there were no disagreements with Hoffman Morrison on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement, if not resolved to the satisfaction of
Hoffman Morrison, would have caused it to make reference to the subject matter
of the disagreement in connection with its reports; (ii) there were no
"reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K); and
(iii) the Registrant did not consult with KPMG regarding either the application
of accounting principles to a specified transaction or the type of audit opinion
that might be rendered on the Registrant's financial statements, or on any
matter that was either the subject of a disagreement (as defined in Item
304(a)(1)(iv)) or a "reportable event" (as defined in Item 304(a)(1)(v)). In
addition, Hoffman Morrison reports on the Registrant's financial statements for
the past two years 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.
The Registrant has authorized Hoffman Morrison to respond fully to any
inquiries from KPMG, and to make its work papers available to KPMG. The
Registrant has provided Hoffman Morrison with a copy of the disclosures
contained in this Form 8-K, and has requested that Hoffman Morrison furnish the
Registrant with a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the statements made by the Registrant herein. A
copy of that letter, dated June 15, 1998 is filed as Exhibit 16 to this Form
8-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
Exhibit Description
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16 Letter, dated June 15, 1998 from
Hoffman Morrison to the
Securities and Exchange
Commission, stating whether it
agrees with the statements made
by the Registrant in the Current
Report on Form 8-K concerning its
dismissal as the Registrant's
principal accountant.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
WATERSIDE CAPITAL CORPORATION
By: /s/ J. Alan Lindauer
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J. Alan Lindauer
President, Chief Executive Officer
Date June 15, 1998
