UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Amendment No. 4
TO
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest reported) December 20, 2000
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WHITNEY INFORMATION NETWORK, INC.
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(Exact name of registrant as specified in its chapter)
COLORADO 000-27403 84-1475486
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
4818 Coronado Parkway, Cape Coral, Florida 33940
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(Address of principal executive offices) (Zip code)
Registrants telephone number, including area code (941)542-8999
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______________________________________________________________
(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT
A. This Amendment No. 4 to the November 20, 2000 filing of Form
8-K is filed for the purpose of explaining that the timing
differences caused the appearance of a disagreement with BDO Seidman,
but actually at the time BDO Seidman was terminated, there were no
disagreements because the Company agreed with the BDO Seidman
position even though BDO Seidman may not have known that at the time
they wrote their letter.
WHITNEY INFORMATION NETWORK, INC.
The purpose of this amended filing is to explain the discrepancy
between the Forms 8-K's and 8-K/A's filed by the Company re: the
dismissal of BDO Seidman, LLP as auditors and the two letters
received by BDO Seidman re: the same issue. This amended filing
is also in response to the letter from SEC of December 13, 2000.
The matter is explained simply in that at the time that the Company
terminated the services of BDO Seidman, LLP there was no dispute
with BDO Seidman inasmuch as the Company had already agreed to
restate the financial statements.
Please be advised of the chronology of related events:
11/14/00 The Company terminated BDO Seidman, LLP as auditors on
November 14, 2000 subsequent to the Whitney Board of
Directors meeting on that morning approving both the
termination of BDO Seidman and tentatively approving the
restating of the financial statements subject to evaluation
of the results of the forthcoming discussion to be held
with the SEC on November 17, 2000 and a recommendation by
management thereafter. BDO's last communication to the
Company was that BDO had agreed to prepare the financial
statements either way as long as the SEC approved the way
that was chosen. The Company agreed with BDO that the
financial statements could be prepared either way subject
to SEC approval. Therefore, there was no disagreement with
BDO at the time they were terminated. The Company did not
disagree with BDO over an accounting method, but did
disagree with BDO over their fees. The fees dispute is
not the subject of this filing.
11/17/00 The Company representatives attended a meeting in
Washington, DC with SEC staff re: deferred expenses at
which time the SEC stated that the Company should
restate the financial statements.
11/20/00 The Company approved and filed Edgar Form
8-K reporting on the termination of BDO Seidman, LLP
without having received any letter from BDO Seidman, LLP.
Their letter was received later in the day on
November 20, 2000.
11/21/00 Actual date of acceptance of transmission of 11/20 filing
as accepted by SEC/Edgar.
11/20/00 The Company received cessation of services letter from BDO
Seidman, LLP which was dated November 14, 2000, but not
received until the afternoon of November 20, 2000.
11/22/00 The Company filed Edgar Form 8-K/A#1 reporting the BDO
Seidman, LLP letter received November 20, 2000.
11/29/00 The Company filed the third Edgar form on the issue, Form
8-K/A#2 with corrections and additions required by the
SEC pertaining to the BDO Seidman auditor termination.
12/4/00 The Company's Board of Directors approved management's
decision to restate financial statements for change of
accounting method.
12/4/00 Company received letter from SEC re: correcting the Forms
8K and 8-K/A to an Item 4 matter instead of an Item 1
matter.
12/4/00 Company received second letter from BDO Seidman, LLP re:
termination of services, which letter included for the
first time a notice by BDO Seidman of a disagreement
over accounting issues.
12/5/00 Company issued a Press Release which had been prepared
days earlier announcing the decision to restate financial
statements.
12/7/00 Company approved for filing Edgar Form 8-K/A#3 reporting
second BDO Seidman letter.
12/7/00 The Company approved for filing Edgar Form 8-K reporting
the Press Release.
12/8/00 The Company filed Edgar Form 8-K/A#3 reporting second BDO
Seidman letter.
12/8/00 The Company filed Edgar Form 8-K reporting Press Release.
12/13/00 The Company received a fax from SEC requesting an
additional Form 8-K/A filing to explain the disagreement.
12/20/00 The Company filed Edgar Form 8-K/A#4 explaining that the
timing differences caused the appearance of a disagreement
with BDO Seidman but actually at the time BDO Seidman was
terminated, there were no disagreements.
12/20/00 The Company sent a copy of Amendment #4 to BDO Seidman.
It should be further noted that BDO Seidman was hired by the Company
in August, 2000. In September, 2000, BDO sent an SOP 93-7 research
paper which was marked preliminary draft agreeing with the position
of the Company.
At that time, the Miami partner of BDO Seidman and the audit
manager agreed with the position of the Company that the
financial statements had been correctly prepared.
If was not until October, 2000 that the Chicago office and national
SEC partner of BDO Seidman overruled their Miami audit partners and
reversed the position of BDO Seidman on the issue. There was
disagreement with the BDO partners over the issue. At that point,
there was also a disagreement between the revised and official
BDO position and the Company's position.
However, later, and prior to dismissing BDO Seidman, the Company
did agree to accept the SEC position which was also BDO's revised
position. The Company has taken the position that all interim
disagreements with BDO Seidman had been resolved prior to the
dismissal and therefore were not required to be explained in Form
8-K, which requires the disclosure of any disagreements at the
time of the dismissal.
SIGNATURE
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.
WHITNEY INFORMATION NETWORK, INC.
/s/ Ronald S. Simon
Ronald S. Simon
Secretary/Treasurer, Chief Financial Officer
and a member of the Board of Directors
Date: December 20, 2000
BDO Seidman, LLP
Accountants and Consultants
International Place
100 S.E. 2nd Street, Suite 2200
Miami, Florida 33131
Telephone: (305) 381-8000 Fax: (305) 374-1135
Voice Mail: (305) 381-7832
December 4, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have been furnished with copies of the response to Item 4 on
Form 8-K, Form 8-K Amendment No. 1 and Form 8-K Amendment No. 2
for the event that occurred on November 14, 2000, which were filed
on November 21, 2000, November 22, 2000 and November 29, 2000,
respectively, by our former client, Whitney Information Network,
Inc. (Whitney). We do not disagree with the disclosure made in
responses to that item, insofar as it relates to our Firm, except
for as follows:
With respect to November 21, 2000 filing of Form 8-K, we believe
that Whitney omitted that an accounting disagreement remains
unresolved as more fully described below:
1. On October 20, 2000 we orally communicated to Whitney that
after a comprehensive review and analysis of the Companys
accounting for advertising costs, we disagreed with the Companys
accounting practices for advertising costs, and that unless they
provided factual support for their method of accounting or
corrected their method of accounting for advertising costs for
financial statements of all fiscal years and interim periods
previously filed with the Commission, we would be unable to
perform a review of Whitneys financial statements for the nine
months ended September 30, 2000 nor perform an audit for the
year ended December 31, 2000.
With respect to the Form 8-K Amendment No. 2, Item 4(D)2, we
further disagree with Whitneys statement that there have been
no disagreements with BDO Seidman, LLP on any matter of
accounting principles or practices as more fully described above.
We have insufficient information to agree or disagree with
Whitneys statement in the second paragraph of Item 4(D)2 to the
Form 8-K Amendment No. 2 regarding any conclusions reached
between Larry Legel and any meeting between the Company and the
SEC on November 17, 2000.
Very truly yours,
/s/ BDO Seidman, LLP
BDO Seidman, LLP
cc: Ronald S. Simon