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): July 30, 1999
THE NETWORK CONNECTION, INC..
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(Exact name of registrant as specified in its charter)
Georgia
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(State or other jurisdiction of incorporation)
1-13760 58-1712432
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(Commission File Number) (IRS Employer Identification Number)
222 North 44th Street, Phoenix, Arizona 85034
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602) 200-8900
4041 North Central Avenue, Suite B-200, Phoenix, Arizona 85012
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(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANTS
a. The Company has determined to terminate its engagement of
PricewaterhouseCoopers, LLP, as a result of the reverse acquisition of The
Network Connection, Inc., effective as of July 30, 1999 as independent
accountants. However, PricewaterhouseCoopers, LLP will be available to answer
questions at the Special Meeting of Shareholders on September 17, 1999.
None of the reports of PricewaterhouseCoopers, LLP on the financial
statements of the Company contained an adverse opinion or disclaimer of opinion,
or was modified as to uncertainty, audit scope or accounting principles, except
that such financial statements for the period ended December 31, 1998 contained
a modification as to the Company's ability to continue as a going concern.
There were no disagreements with PricewaterhouseCoopers, LLP, whether
or not resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which if not resolved to
the satisfaction of PricewaterhouseCoopers, LLP, would have caused it to make
reference to the subject matter of the disagreement in connection with its
report.
PricewaterhouseCoopers, LLP did not note any reportable conditions for
the period ended December 31, 1998. PricewaterhouseCoopers, LLP has not been
engaged nor has performed any audit procedures subsequent to their audit of the
December 31, 1998 financial statements and up to the date of their termination.
The Board of Directors has approved the decision to change accountants.
b. The Company has engaged the firm of KPMG LLP effective July 30, 1999
to audit the Company's financial statements commencing with the financial
statements to be included in the transition report to be filed on Form 10-KSB
for the period ended June 30, 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) EXHIBITS:
16. Letters of PricewaterhouseCoopers, LLP
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 hereto duly authorized.
THE NETWORK CONNECTION, INC.
Registrant
By: /s/ Morris C. Aaron
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Morris C. Aaron, Executive Vice President and
Chief Financial Officer
Date: August 3, 1999
[PricewaterhouseCoopers LLP Letterhead]
July 30, 1999
Mr. Morris C. Aaron
Chief Financial Officer
The Network Connection, Inc.
222 North 44th Street
Phoenix, Arizona 85034
Dear Mr. Aaron:
This is to confirm that the client-auditor relationship between The Network
Connection, Inc. (Commission File Number 1-13760) and PricewaterhouseCoopers LLP
has ceased.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
cc: Chief Accountant
SECPS Letter File, Mail Stop 11-3
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
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[PricewaterhouseCoopers LLP Letterhead]
July 30, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by The Network Connection, Inc. (copy
attached), which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K report dated July 30,
1999. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
