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):
March 27, 2001
MILLIONAIRE.COM
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-28601 23-2970840
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State of Commission IRS Employer
Incorporation File Number I.D. Number
18 Plantation Park Drive, Bluffton, SC 29910
Address of principal executive offices
Registrant's telephone number: (843) 757-6600
Item 4. Changes in Registrant's Certifying Accountant
On March 27, 2001, Millionaire.com (the "Company") selected the firm of
Merdinger, Fruchter, Rosen & Corso, P.C. ("MFR&C") as the Company's new
independent auditor. The Company simultaneously dismissed Grant Thornton LLP
("Grant") as its independent auditor. These actions were approved by the Board
of Directors of the Company on March 27, 2001.
Grant's report on Millionaire.com's financial statements for the fiscal year
ended December 31, 1999 and the twenty weeks ended December 31, 1998, did not
contain an adverse opinion, a disclaimer of opinion or any qualifications or
modifications related to uncertainty, limitation of audit scope or application
of accounting principles, except that Grant's report on Millionaire.com's
financial statements for the twenty weeks ended December 31, 1998 and for the
fiscal year ended December 31, 1999 contain a modification as to the uncertainty
of Millionaire.com's ability to continue as a going concern.
During the period ended December 31, 1998 and the fiscal year ended December 31,
1999 and through the date of termination of the engagement, there were no
disagreements with Grant on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure with respect to
Millionaire.com's financial statements that, if not resolved to Grant's
satisfaction, would have caused Grant to make reference to the subject matter of
the disagreement in connection with Grant's report.
During the period ended December 31, 1998 and the fiscal year ended December 31,
1999 and through the date of termination of the engagement, there have been no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K promulgated
by the Securities and Exchange Commission (the "Commission") except as follows:
Grant issued a letter dated February 2, 2000, in connection with its audit of
the Company's consolidated financial statements as of and for the year ended
December 31, 1999. This letter described certain internal control weaknesses,
considered to be reportable conditions as defined by the American Institute of
Certified Public Accountants, and recommended actions to provide for timely
reconciliation of significant balance sheet accounts and strengthening controls
surrounding accounting for payroll transactions and payroll taxes.
Millionaire.com has requested that Grant furnish it with a letter addressed to
the Commission stating whether or not it agrees with the above statements. Such
letter is filed as Exhibit 16.1 hereto.
The Company has not consulted with MFR&C regarding the application of accounting
principles to a specified transaction or the type of audit opinion that might be
rendered on the Company's financial statements during the two most recent fiscal
years through the present.
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Item 7. Exhibits
(c) Exhibits
Number Description
16.1 Letter of Grant Thornton LLP
to the Securities and Exchange Commission
pursuant to the requirements of Item 304(a)(3)
of Regulation S-K
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 30, 2001
MILLIONAIRE.COM
By: /s/ Robert L. White
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Robert L. White,
Chief Executive Officer
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