SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: JULY 2, 2001
NEXLAND, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 333-3074 37-1356503
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1101 BRICKELL AVENUE, NORTH TOWER, SECOND FLOOR, MIAMI FLORIDA 33131
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (305) 358-7771
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a)(1) (i) On July 2, 2001, Nexland, Inc., a Delaware corporation (the
"COMPANY"), dismissed BDO Seidman LLP ("BDO SEIDMAN") as its independent
certified public accountant.
(ii) BDO Seidman's report on the Company's financial
statements for the past fiscal year contained a modification expressing
substantial doubt about the Company's ability to continue as a going concern.
(iii) BDO Seidman's dismissal was approved by the Company's
Board of Directors.
(iv) During the Company's most recent fiscal year, as well
as any subsequent interim period through July 2, 2001, there were no
disagreements on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements if
not resolved to their satisfaction would have caused them to make reference in
connection with their opinion to the subject matter of the disagreement.
(v) On January 26, 2001, BDO Seidman communicated by letter
to the audit committee of the Company's Board of Directors, three material
weaknesses in internal controls relating to the following areas:
(1) Recording significant transactions on a timely
basis;
(2) Lack of written policies setting forth the Company's
policies and procedures relating to accounting, internal controls and
safeguarding of corporate assets; and
(3) Lack of financial personnel with a professional
certification in accounting or equivalent experience.
(a)(2) On July 2, 2001, the Company engaged Daszkal Bolton Manela
Devlin & Co. ("Daszkal Bolton") as its principal accountant to audit the
Company's financial statements. The Company did not consult Daszkal Bolton on
any matters described in paragraph (a)(2)(i) or (ii) of Item 304 of Regulation
S-K during the Company's two most recent fiscal years or any subsequent interim
period prior to engaging Daszkal Bolton.
(a)(3) The Company requested BDO Seidman to furnish a letter addressed
to the SEC, stating whether it agrees with the statements made by the Company
and, if not, stating the respects in which it does not agree.
ITEM 7. EXHIBITS.
EXHIBIT 1. Attached hereto as Exhibit 1 is a copy of BDO Seidman's
letter addressed to the Securities and Exchange Commission.
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.
DATE: July 16, 2001 NEXLAND, INC.
By: /s/ Gregory S. Levine
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Name: Gregory S. Levine
Its: President
EXHIBIT 1
July 16, 2001
BDO Seidman, LLP Accountants and Consultants
Bank of America Tower at International Place
100 S. E. 2nd Street, Suite 2200
Miami, FL 33131
Telephone: (305) 381-8000 Fax: (305) 374-1135
Voice Mail: (305) 381-7832
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have been furnished with a copy of the response to Item 4 of the Form 8-K for
the event that occurred on July 2, 2001, filed on July 5, 2001 by our former
client, Nexland, Inc. (Commission No. 333-3074). We agree with the statements
made in response to that Item insofar as they relate to our Firm, except as
follows:
1. With respect to paragraph (a)(1)(ii), the report of BDO Seidman, LLP on the
financial statements of the Company for the year ended December 31, 2000,
contained a modification expressing substantial doubt about the Company's
ability to continue as a going concern.
2. Item 304(a)(i)(v) of Regulation S-K requires disclosure of events wherein
the former accountant has advised the registrant that the internal controls
necessary for the registrant to develop reliable financial statements do
not exist. In that regard, by letter dated January 26, 2001, BDO Seidman,
LLP communicated three material weaknesses in internal controls to the
audit committee of the Company's Board of Directors relating to the
following areas:
o Recording significant transactions on a timely basis.
o Lack of written policies setting forth the Company's policies
and procedures related to accounting, internal controls and
safeguarding of corporate assets.
o Lack of financial personnel with a professional certification in
accounting, or equivalent experience.
Very truly yours,
/s/ BDO SEIDMAN, LLP
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BDO Seidman, LLP
cc: Gregory S. Levine, President