U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event): May 11, 2002
Commission File Number 0-29204
HOMECOM COMMUNICATIONS, INC
(Exact name of small business issuer as specified in its charter)
DELAWARE 58-2153309
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
3495 Piedmont Road
Building 12, Suite 110
Atlanta, Georgia 30305
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(Address of principal executive offices)
(404) 237-4646
(Issuer's Telephone Number)
Item 4. Changes in Registrant's Certifying Accountants
(a) Previous Independent Accountants
(i) Feldman Sherb & Co., P.C., a professional corporation of certified
public accountants ("Feldman Sherb"), served as the independent accounting firm
for HomeCom Communications, Inc., a Delaware corporation (the "Company"), for
the fiscal years ended December 31, 2001 and 2000 and for the period from
January 1, 2002 through May 10, 2002. On May 11, 2002, Feldman Sherb merged into
Grassi & Co., CPAs, P.C. ("Grassi"). At approximately the same time, the
individual Feldman Sherb accountants who had been primarily responsible for the
Company's accounting services during the years ended December 31, 2001 and 2000
left Feldman Sherb and formed their own firm, which was named Sherb & Co., LLP
("Sherb"). At that time, Sherb informed the Company that Sherb, and not Grassi,
would be considered "successor accountants" to the Company, and Sherb has
provided accounting services to the Company since that time. The principal Sherb
accountants who have provided accounting services to the Company since that time
are the same persons who performed these services for the Company at Feldman
Sherb. Grassi has not provided any accounting services to the Company since May
11, 2002.
On September 26, 2002, however, Sherb advised the Company that the
Securities and Exchange Commission had determined that Sherb would not be
considered the successor accountants to the Company. The Company desires for
Sherb to continue to perform accounting services for the Company, thus the
Company has determined that Sherb will continue as the Company's independent
accounting firm.
(ii) The report of Feldman Sherb on the Company's consolidated financial
statements as of December 31, 2001 and 2000, and the related consolidated
statements of operations, stockholders' equity (deficit) and cash flows, did not
contain, except as otherwise described in this subsection (a)(ii), an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles, except that the report on the
Company's financial statements for the years ended December 31, 2001 and 2000
contained the following explanatory paragraph:
"The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1
to the financial statements, the Company has experienced recurring
losses and negative cash flows since its inception and has an
accumulated deficit. The Company is dependent on continued financing
from investors to sustain its activities and there is no assurance
that such financing will be available. These factors raise substantial
doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in
Note 1. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty."
(iii) The determination that Sherb will continue as the Company's
independent accounting firm was made by the Company's management.
(iv) During the two most recent fiscal years and through May 10, 2002,
there were no disagreements between the Company and Feldman Sherb on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Feldman Sherb, would have caused Feldman Sherb to make reference
thereto in its report on the financial statements of the Company for such years.
(v) During the two most recent fiscal years and through May 10, 2002, there
have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation
S-K).
(vi) On October 1, 2002, the Company provided Grassi with a copy of the
disclosure it is making herein in response to Item 304(a) of Regulation S-K, and
has requested that Grassi provide its response letter, addressed to the United
States Securities and Exchange Commission, pursuant to Item 304(a)(3) of
Regulation S-K, stating whether it agrees with the statements made by the
Company and, if not, stating the respects in which it does not agree. A copy of
Grassi's letter is attached as an exhibit to this Current Report on Form 8-K.
(b) New Independent Accountants
(i) As stated above, Sherb has provided accounting services to the Company
since May 11, 2002, and the Company has determined that it will continue to use
Sherb as its outside independent accounting firm.
(ii) As was stated above, Sherb was formed in May of this year. Therefore,
during the two most recent fiscal years and through May 10, 2002, the Company
has not consulted with Sherb regarding the application of accounting principles
to a specific or contemplated transaction. During the two most recent fiscal
years and through May 10, 2002, neither the Company nor anyone on its behalf
consulted with Sherb regarding the type of audit opinion that might be rendered
on the Company's financial statements or any matter that was the subject of a
disagreement or event as defined in item 304(a)(2) of Regulation S-K. Of course,
during the two most recent fiscal years and through May 10, 2002, the Company
has consulted with those individual accountants who now perform accounting
services for the Company at Sherb, as those individual accountants performed
similar services for the Company while they were employed at Feldman Sherb
during that period of time.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
c. Exhibits
Exhibit Number Description
16.1 Letter of Grassi & Co. CPAs, PC
(Formerly Feldman Sherb & Co., P.C.)
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, thereunto duly authorized.
HOMECOM COMMUNICATIONS, INC.
By: /s/ Timothy R. Robinson
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Name: Timothy R. Robinson
Title: Executive Vice President,
Chief Financial Officer
Date: October 4, 2002
EXHIBIT INDEX
Exhibit Number Description
16.1 Letter of Grassi & Co. CPAs, PC
(Formerly Feldman Sherb & Co., P.C.)