UNITED STATES
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)
June 16, 2003
AVALON DIGITAL MARKETING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-28403 77-0511097
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
19782 MacArthur Boulevard, Suite 100, Irvine, CA 92612
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 660-1700
Item 4. - Changes in Registrant's Certifying Accountant
Effective June 16, 2003, Avalon Digital Marketing Systems, Inc. (the
"Registrant" or the "Company") dismissed Grant Thornton, LLP ("Grant Thornton")
as its certifying accountants. The Registrant's Audit Committee and Board of
Directors have approved this action.
The audit reports of Grant Thornton on the Registrant's financial
statements for the years ended September 30, 2001 and 2000 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 opinion
issued with the Company's financial statements for the year ended September 30,
2001 included a reference to substantial doubt that existed regarding the
Company's ability to continue as a going concern.
During the Registrant's two most recent fiscal years and through June
16, 2003, there were no disagreements with Grant Thornton 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
Grant Thornton, would have caused Grant Thornton to make reference thereto in
connection with its reports on the financial statements for such years. In
addition, there were no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.
The Registrant delivered a copy of this Form 8-K report to Grant
Thornton on June 18, 2003. Concurrently therewith, the Registrant requested that
Grant Thornton furnish it with a letter addressed to the Securities and Exchange
Commission (the "SEC") stating whether it agrees with the above statements and,
if not, stating the respects in which it does not agree. Attached hereto as
Exhibit 16.1 is a copy of the letter of Grant Thornton to the SEC dated June 18,
2003.
On June 16, 2003, the Registrant engaged Tanner + Co., P.C. ("Tanner +
Co.") as its new independent accountant. The Registrant's Audit Committee and
Board of Directors have approved this action.
Tanner + Co. was previously the certifying accountants of Category 5
Technologies, Inc., the company acquired by the Registrant in September 2002
("Category 5"), in a transaction in which Category 5 was treated as the acquirer
for accounting purposes. In such transaction, the historical financial
statements and fiscal year of Category 5 became those of the Registrant. As
certifying accountants of Category 5, Tanner + Co. conducted an audit of and
expressed their opinion on the consolidated financial statements of Category 5
which were previously filed with the SEC. Grant Thornton was not consulted by
the Registrant in connection with Tanner + Co.'s audit of or opinion on the
consolidated financial statements of Category 5.
During the Registrant's two most recent fiscal years and through June
16, 2003, the Registrant did not consult with Tanner + Co. on any matter that
was either the subject of a disagreement, as defined in Item 304(a)(1)(iv), or a
reportable event pursuant to Item 304(a)(1)(v) of Regulation S-K of the
Securities Exchange Act of 1934.
Item 7. - Financial Statements and Exhibits
(c) Exhibits.
Exhibit Number Description
16.1 Letter from Grant Thornton, LLP to the
Securities and Exchange Commission, dated
June 18, 2003, 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.
AVALON DIGITAL MARKETING SYSTEMS, INC.
June 19, 2003 By: /s/ Michael R. Friedl
------------------------------------------
Michael R. Friedl
Chief Financial Officer, Treasurer
and Corporate Secretary
EXHIBIT INDEX
Exhibit Number Description
16.1 Letter from Grant Thornton, LLP to the
Securities and Exchange Commission, dated
June 18, 2003, regarding change in
certifying accountant.