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
Date of Report (Date of earliest event reported): NOVEMBER 13, 2002
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800AMERICA.COM INC.
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(Exact name of registrant as specified in its charter)
NEVADA 000-28547 87-0567884
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
420 LEXINGTON AVENUE, NY, NY 10170
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (800) 999-5048
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(Former name or former address, if changed since last report.)
Item 4. Changes in Registrant's Certifying Accountant.
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On November 14, 2002, the Registrant's independent auditors, Piltz,
Williams, LaRosa & Company ("Piltz") resigned as the Registrant's accountants as
a result of the investigation of the Registrant by the Securities and Exchange
Commission discussed below in Item 5. Since Piltz had only been engaged by the
Registrant since June, 2002, it never issued an audit report on the Registrant's
financial statements. In its resignation letter to the Registrant, Piltz stated
that "certain information has come to our attention that has caused us to lose
confidence in the integrity of the company's management." The Registrant has no
plans to appoint a new independent auditor at this time.
Item 5. Other Events
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On November 13, 2002, the Securities and Exchange Commission filed an
enforcement action against the Registrant to halt what it alleges is a
pervasive, ongoing fraud at the Registrant. The complaint, filed in U.S.
District Court in Manhattan, names as defendants the Registrant, David Elie
Rabi, its chief executive officer, chief financial officer and a director of the
Registrant and Tillie Ruth Steeples, an alleged undisclosed control person of
the Registrant. The complaint alleges, among other things, violations by the
defendants of the antifraud provisions, registration requirements,
falsifications of company books and records and reporting requirements of the
federal securities laws. The complaint also states that Mr. Rabi, in 1997, using
the alias Edward Rabie, pleaded guilty in Kentucky state court to charges of
securities fraud, acting as an unregistered broker-dealer and selling
unregistered securities, and Ms. Steeples pleaded guilty to charges of
delivering cocaine into a detention facility where prisoners are quartered in
1996.
On November 13, 2002, the Securities and Exchange Commission suspended
trading in the Registrant's securities until 11:59 p.m. on November 26, 2002.
On November 13, 2002, the United States Attorney's Office for the
Southern District of New York filed a criminal complaint charging David Elie
Rabi and Tillie Ruth Steeples with securities fraud arising from the alleged
fraud of the Registrant; Mr. Rabi and Ms. Steeples were arrested in connection
with the charges and are currently in federal custody.
On November 13, 2002, the United States District Court for the
Southern District of New York, among other things, appointed Michael S. Sommer,
an attorney at the law offices of McDermott, Will & Emery, as temporary receiver
for the Registrant to preserve the status quo, ascertain the financial condition
of the Registrant, and the disposition of investor funds, prevent further
dissipation of the Registrant's property and assets, prevent loss, damage and
injury to investors, preserve the Registrant's books, records and documents and
be available to respond to investor inquiries. On November 21, 2002, the
District Court entered a preliminary injunction, which, among other things,
appointed Mr. Sommer as Receiver pending a final disposition of the SEC's
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enforcement action. The Receiver is in the process of assessing the
Registrant's financial condition and operations. The Receiver has set up the
following phone number to take all investor inquiries: 212-547-5622.
A copy of the Registrant's press release related to these events is
filed as an exhibit to this Form 8-K.
Item 7. Financial Statements and Exhibits
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Financial Statements
Not Applicable.
Pro forma Financial Statements
Not Applicable.
(c) Exhibits
99.01 Letter to Securities and Exchange Commission, dated
November 25, 2002 from Piltz, Williams, LaRosa & Company.
Press Release dated November 25, 2002.
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SIGNATURES
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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.
800America.com Inc.
Dated: November 25, 2002 By: /s/ Michael S. Sommer
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Michael Sommer
Receiver
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EXHIBIT INDEX
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Exhibit No. Description
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99.01 Letter to Securities and Exchange Commission, dated November
25, 2002 from Piltz, Williams, LaRosa & Company.
99.02 Press Release dated November 25, 2002.
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