-----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, BKFw6Xi85746MqPu4/qevQ0ftn9MKeet0iU6Yojua66D6AnmX1aXrDO2JuK5saLg h2Fq46qMzvVPk6E94oe5cQ== /in/edgar/work/20000719/0000950147-00-001063/0000950147-00-001063.txt : 20000920 0000950147-00-001063.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950147-00-001063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000713 ITEM INFORMATION: FILED AS OF DATE: 20000719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JD AMERICAN WORKWEAR INC CENTRAL INDEX KEY: 0000949982 STANDARD INDUSTRIAL CLASSIFICATION: [2320 ] IRS NUMBER: 050460102 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 033-98682 FILM NUMBER: 675003 BUSINESS ADDRESS: STREET 1: 46 OLD FLAT RIVER RD CITY: COVENTRY STATE: RI ZIP: 02816 BUSINESS PHONE: 4013976800 8-K 1 0001.txt CURRENT REPORT DATED 7/13/00 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 July 13, 2000 ------------- Date of Report JD AMERICAN WORKWEAR, INC. ------------------------------------------------------ (Exact name of registrant as specified in its Charter) DELAWARE 33-98682 05-0460102 - ---------------------------- --------------------- ---------------- (State or Other Jurisdiction (Commission File No.) (IRS Employer ID of Incorporation) Number) 46 Old Flat River Rd., Coventry, Rhode Island 02816 --------------------------------------------------- (Address of Principal Executive Offices) Registrant's telephone number, including area code: (401) 397-6800 -------------- ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. (a) The auditing firm of Bederson and Company LLP was informed by the management of JD American Workwear, Inc. on July 13, 2000 that they were dismissed effective immediately. This action was taken by the Board of Directors after disagreements over internal control issues plus the documentation required, the timing for completion of the current fiscal year audit and the current lack of independence of the auditors that was raised by Bederson and Company LLP. On July14, 2000 Bederson and Company LLP informed the Company that it was withdrawing its report dated June 7, 1999 on the Company's February 28, 1999 financial statements because of the accounting errors for fiscal 1999 and the current lack of independence. The treatment of the accounting errors related to the presentation of the Series B Preferred Stock and its detached warrant and accrued interest, the lack of any presentation of a beneficial conversion feature of the Series A Preferred Stock and the accounting policy and accounting related to the presentation of consignment or contingent sales for the period ending February 28, 1999 have not been resolved with Bederson and Company LLP. A formal presentation will be made to Bederson and Company LLP for their approval and the reissuance of their opinion for the period immediately upon conclusion of the current periods audit. It is unknown at this time what the effects of the presentation of Series B Preferred Stock should have been as no agreement between the Company and the auditor has been reached. The Company in fact raised the issue on the presentation of the Series A and B Preferred with the auditors after an exhaustive internal review of the rules regarding such presentation and a pre-filing conference with Securities and Exchange Commission staff. The Company believes that the prior period should be adjusted to indicate a value of the detached warrants to be $.75 per warrant not $4.00 as previously reported and that this amount should be presented as additional paid in capital not as a line item unto itself. The $2,500,000 received in the transaction should be carried as debt and placed between the liability and equity section of the balance sheet and presented with a proper description because of the mandatory redemption provision included in the transaction. Further, that a charge of $91,552 for fiscal 1999, should have been taken to amortize the debt discount created to conform with GAAP. Additionally, an accrual of $193,151 for interest due should have been recorded in fiscal 1999. The beneficial conversion feature of the Series A stock should have required a one-time expense entry of $223,560 for fiscal 1999. Bederson and Company LLP in response to a comment raised by the Securities and Exchange Commission and based upon additional received during their fiscal 2000 audit, suggested that the presentation of certain sales in fiscal 1999 should not have been recorded as current period sales because of their consignment or contingent nature. The Company believes that the sales for fiscal 1999 should have been reduced by $272,697 and the associated cost of goods reduced by $171,584 causing the reduction of gross profit of $101,115 and increasing the loss for the year by the same amount. The assets would have been increased by the cost of goods sold amount being presented as consignment inventory. No other disagreements are known at this time. (b) the auditing firm of Bella, Hermida, Gilman, Hancock and Mueller, P.A. has been engaged effective July 14, 2000 to audit the Fiscal 2000 accounting. They have not expressed any opinion to date on the accuracy of the Company's positions as stated above. These items have been discussed at length and will be the focus of attention between Bederson and Company LLP and Bella, Hermida, Gilman, Hancock and Mueller, P.A. immediately. 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. Date: July 18, 2000 By: /s/ David N. Debaene ------------------------------------ David N. DeBaene Chief Executive Officer and President -----END PRIVACY-ENHANCED MESSAGE-----