UNITED STATES
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
Date of Report (Date of earliest event reported) MAY 23, 2002
APPLIED DIGITAL SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
MISSOURI 000-26020 43-1641533
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
400 ROYAL PALM WAY, SUITE 410, PALM BEACH, FLORIDA 33480
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 805-8000
Item 4. Change in Registrant's Certifying Accountants
(b) New Independent Accountants
On May 23, 2002, Applied Digital Solutions, Inc. (the "Registrant") engaged
Eisner LLP as its new independent accountants to audit its financial
statements for the fiscal year ending December 31, 2002. During 2000 and
2001 and in the subsequent interim period, the Registrant has not consulted
with Eisner LLP on items which concerned the application of accounting
principles generally, or to a specific transaction or group of either
completed or proposed transactions, or the type of audit opinion that might
be rendered on the Registrant's financial statements, or any other matters
or reportable events as set forth in Items 304(a)(2)(i) and (ii) of
Regulation S-K.
The Registrant's prior independent accountant, Grant Thornton LLP,
communicated its resignation in a letter to the Registrant on May 14, 2002.
Grant Thornton LLP had advised the Registrant that it had not completed its
review of the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002 and should not be associated with that report in any
way. Due to the timing of the resignation, the interim financial statements
contained in the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002 were not reviewed by an independent accountant as
required pursuant to Rule 10-01 (d) of Regulation S-X. The Registrant's new
independent accountants, Eisner LLP, will complete the SAS 71 review of the
Registrant's first quarter financial statements and the Registrant will file
an amended Form 10-Q/A.
Forward-Looking Statements
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This Form 8-K contains certain "forward-looking statements" which represent
the Registrant's expectations or beliefs, including, but not limited to,
statements concerning industry performance and the Registrant's operations,
performance, financial condition, plans, growth and strategies. Any
statements contained in this Form 8-K that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
generality of the foregoing, words such as "may," "will," "expect,"
"anticipate," "intend," "could," "estimate" or "continue" or the negative or
other variations thereof or comparable terminology are intended to identify
forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, certain of which are beyond the
Registrant's control, and actual results may differ materially depending on
a variety of important factors many of which are beyond the control of the
Registrant.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
APPLIED DIGITAL SOLUTIONS, INC.
Date: May 28, 2002 By: /S/ Evan C. McKeown
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Evan C. McKeown
Chief Financial Officer