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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
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Date of Report (Date of earliest event reported): January 27, 2003
SALES ONLINE DIRECT, INC.
(Exact name of Registrant as Specified in Charter)
Delaware 0-28720 73-1479833
(State or other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
4 Brussels Street, Worcester, Massachusetts 01610
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (508) 791-6710
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Item 4. Changes in Registrant's Certifying Accountant.
Effective January 27, 2003, the audit committee of Sales Online Direct,
Inc. (the "Company"), with the subsequent approval of the Board of Directors of
the Company, dismissed Wolf & Company, P.C. ("Wolf") as the Company's
independent accountants.
The reports of Wolf on the financial statements of the Company for either
of the past two fiscal years did not contain any adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles, except that the reports of Wolf on the financial
statements of the Company for the fiscal years ended December 31, 2001 and
December 31, 2000 were modified to express substantial doubt as to the Company's
ability to continue as a going concern.
In addition, during the Company's two most recent fiscal years and through
January 27, 2003, there were no disagreements with Wolf on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement, if not resolved to the satisfaction of
Wolf, would have caused Wolf to make reference to the subject of that
disagreement in its reports on the Company's financial statements for those
fiscal periods.
The Company requested that Wolf furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
statements in this Item 4. A copy of any response received by the Company to
that request is attached hereto as Exhibit 16.1.
On January 31, 2003, the Company's Board of Directors, based on a
recommendation of its Audit Committee, appointed Carlin, Charron & Rosen, LLP
("Carlin") as the Company's new independent accountants commencing with the
audit of the Company's financial statements for the year ended December 31,
2002. During the two most recent fiscal years and the interim period preceding
the engagement of Carlin, the Company has not consulted with Carlin regarding
the application of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on the
Company's financial statements, nor was other written or oral advice provided
that was an important factor considered by the Company in reaching a decision as
to the accounting, auditing, or financial reporting issue, or regarding any
matter that was either the subject of a "disagreement" or a reportable event, as
those terms are used in Item 304(a)(1)(iv) of Regulation S-B and the related
instructions to Item 304 of Regulation S-B.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
16.1 Letter from Wolf & Company, P.C. regarding change in certifying
accountant.
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.
SALES ONLINE DIRECT, INC.
Date: February 3, 2003 By: /s/ Gregory Rotman
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Gregory Rotman, President and Chief
Executive Officer
By: /s/ Richard Rotman
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Richard Rotman, Vice President and
Chief Financial Officer
Exhibit Index
16.1 Letter from Wolf & Company, P.C. regarding change in certifying accountant