-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IiY+z8XbVzH1ZILN91QYCCMwk/sRMbSUZKuFZ0/vN4MrGRlrW8Y4SCNRPj/lMog+ i2Bc+NJDMIe/5v4CkSlLog== 0000950144-00-002475.txt : 20000218 0000950144-00-002475.hdr.sgml : 20000218 ACCESSION NUMBER: 0000950144-00-002475 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000214 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLIGHTSERV COM CENTRAL INDEX KEY: 0000722839 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 232265039 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08662 FILM NUMBER: 548358 BUSINESS ADDRESS: STREET 1: 3343 PEACHTREE ROAD N E STREET 2: SUITE 530 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4048692599 MAIL ADDRESS: STREET 1: 2930 WELLINGTON CIRCLE SUITE 101 CITY: TALLAHASSEE STATE: FL ZIP: 32308 FORMER COMPANY: FORMER CONFORMED NAME: PROACTIVE TECHNOLOGIES INC DATE OF NAME CHANGE: 19950921 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE MEDICAL CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE MEDICAL CORP INC DATE OF NAME CHANGE: 19910103 8-K 1 FLIGHTSERV.COM 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): February 14, 2000 ------------------------------- flightserv.com - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-8662 23-2265039 - -------------------------------------------------------------------------------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification incorporation) Number) 3343 Peachtree Road, N.E., Suite 530, Atlanta, Georgia 30326 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (404) 869-2599 ----------------------------- 2 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On February 14, 2000, the Audit Committee of the Registrant's Board of Directors determined to engage Ernst & Young LLP ("EY") as the Registrant's independent public accountants for fiscal year 2000. In connection with the engagement of EY, the independent public accountants previously engaged by the Registrant, Jones and Kolb, were dismissed. Jones and Kolb's reports on the financial statements for the past two years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. There were no disagreements with Jones and Kolb on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Jones and Kolb, would have caused it to make a reference to the disagreement in connection with its reports. During the Registrant's two most recent fiscal years and the subsequent interim periods preceding Jones and Kolb's dismissal: (i) Jones and Kolb has not advised the Registrant that the internal controls necessary for the Registrant to develop reliable financial statements do not exist; (ii) Jones and Kolb has not advised the Registrant that information has come to its attention that has led it to no longer be able to rely on management's representations or that has made it unwilling to be associated with the financial statements prepared by management; (iii) Jones and Kolb has not advised the Registrant (a) of the need to expand significantly the scope of its audit, or that information has come to its attention, during the two most recent fiscal years and the subsequent interim periods preceding the dismissal, that if further investigated may (i) materially impact the fairness or reliability of either a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal periods subsequent to the date of the most recent financial statements covered by an audit report (including information that may prevent it from rendering an unqualified audit report on those financial statements), or (ii) cause it to be unwilling to rely on management's representations or be associated with the Registrant's financial statements or, (b) that due to its dismissal, or for any other reason, it did not so expand the scope of its audit or conduct such further investigation; (iv) Jones and Kolb has not advised the Registrant that (a) information has come to the its attention that it has concluded materially impacts the fairness or reliability of either (i) a previously issued audit report or the underlying financial statements or (ii) the financial statements issued or to be issued covering the fiscal periods subsequent to the date of the most recent financial statements covered by an audit report (including information that, unless resolved to its satisfaction, would 3 prevent it from rendering an unqualified audit report on those financial statements) or (b) due to its dismissal, or for any other reason, the issue has not been resolved to its satisfaction prior to its dismissal. The Registrant has been advised by EY that neither the firm nor any of its associates has any material relationship with the Registrant or any affiliate of the Registrant. During the Registrant's two most recent fiscal years and the subsequent interim periods prior to engaging EY, the Registrant has not consulted EY regarding either: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant's financial statements, for which advice was provided that EY concluded was an important factor considered by the Registrant in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Regulation S-K Item 304) or a reportable event (as described in paragraph (a)(1)(v) of Regulation S-K, Item 304). ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 16.1 Letter from Jones and Kolb dated February 17, 2000. 99.1 Press Release 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, thereunto duly authorized. flightserv.com (Registrant) By: /s/ WILLIAM L. WORTMAN ------------------------------------------ William L. Wortman Vice President and Chief Financial Officer Dated as of February 17, 2000 EX-16.1 2 LETTER FROM JONES AND KOLB DATED FEBRUARY 17, 2000 1 EXHIBIT 16.1 (Jones and Kolb Letterhead) February 17, 2000 Securities and Exchange Commission Washington, D.C. 20549 We have read Item 4 included in the Form 8-K dated February 17, 2000 of flightserv.com filed with the Securities and Exchange Commission and are in agreement with the statements contained therein insofar as they relate to our firm. Sincerely, /s/ G. Bliss Jones --------------------------------------- G. Bliss Jones GBJ/and EX-99.1 3 PRESS RELEASE 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Media Contact Denise Godoy Alexander Ogilvy Public Relations (404) 881-2335 dgodoy@alexanderogilvy.com FLIGHTSERV.COM(TM) SELECTS ERNST & YOUNG LLP ATLANTA, Ga.-- February 14, 2000--flightserv.com. (Amex: FSW), a pioneer Internet powered company committed to providing professional convenience by bringing access to private jets and other premium services to the travelling business community, today announced that the audit committee of its Board of Directors has elected Ernst & Young LLP as auditors for the Company. "Engaging Ernst & Young to serve as the Company's independent auditors is one of the final steps in the process of preparing flightserv.com to be a leading Internet company enabling business travelers to have the best possible travel experience by flying on private jets," said C. Beverly Lance, CEO of flightserv.com. ABOUT FLIGHTSERV.COM flightserv.com (Amex:FSW) is a pioneer Internet powered company committed to providing professional convenience by bringing access to private jets and other premium services to the travelling business community. Headquartered in Atlanta, Ga., flightserv.com will provide business travelers with unparalleled value, convenience, safety and access to a variety of premium services, including private jet travel, ground transportation and accommodations. This release contains forward-looking statements within the meaning of Section 21A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although the Company believes the expectations reflected in the forward-looking statements and assumptions upon which forward-looking statements are based are reasonable it can give no assurance that such expectations and assumptions will prove to have been correct. See the Company's Annual Report on Form 10-KSB for additional statements concerning important factors, such as demand for products, manufacturing costs and competition, that could cause actual results to differ materially from the Company's expectations. -----END PRIVACY-ENHANCED MESSAGE-----