8-K 1 d87920e8-k.txt FORM 8-K 1 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 (earliest event reported) May 22, 2001 TELESERVICES INTERNET GROUP INC. ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Florida 33-11059-A 59-2773602 ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (727) 897-4036 ---------------------------- -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 2 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. The Registrant engaged the accounting firm of Schumacher & Associates, Inc. to serve as the Registrant's new principal independent accountant. Schumacher & Associates, Inc. replaces BDO Seidman LLP as the Registrant's principal auditor. The dismissal of the firm of BDO Seidman LLP was approved by the Board of Directors of the Registrant on May 22, 2001. BDO Seidman LLP had been engaged on June 27, 2000. The former accountant never provided an audit report on the financial statements of the Registrant. During the two most recent fiscal years and the subsequent interim period preceding the resignation of BDO Seidman LLP, there were no disagreements with the former accountant on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if any, if not resolved to the satisfaction of the former accountant would have caused it to make reference to the subject matter of the disagreement(s), if any, in connection with its reports. The firm of Schumacher & Associates, Inc. was engaged by the Board of Directors as the new certifying accountants on May 22, 2001. Schumacher & Associates, Inc. had been the Registrant's principal independent accountant for several years prior to the engagement of BDO Seidman LLP in 2000. A letter addressed to the Securities and Exchange Commission from the former accountant stating its agreement with the disclosures made in this filing is filed as an exhibit hereto. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-B. Exhibit No. Description 16.5 Letter on change in certifying accountant from BDO Seidman LLP, dated May 24, 2001 (Filed herewith.) 2 3 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. TELESERVICES INTERNET GROUP INC. By: /s/ Paul W. Henry ----------------------------------- Paul W. Henry, CEO Date: May 24, 2001 3 4 EXHIBIT INDEX

Exhibit ~~No.~~Number Description -------~~----~~ ----------- 216.9 Agreement and Plan of Reorganization by and among TeleServices Internet Group Inc., TSIG Newco Inc., The Affinity Group, Inc. and certain shareholders of The Affinity Group, Inc., dated November 29, 2000. (Incorporated by reference to Exhibit 2.9 of the Company's Form 8-K dated December 5, ~~2000~~Letter ~~and filed~~ on ~~December~~change ~~27,~~in ~~2000).~~certifying ~~10.30~~accountant ~~Bill~~from ofBDO ~~Sale~~Seidman ~~between TeleServices Internet Group Inc. and The Affinity Group~~LLP, ~~Inc.~~ dated ~~February~~May 2824, 2001 (~~filed~~Filed herewith). 10.31 Absolute Assignment of Intangible Assets and Assumption by Assignee of Certain Obligations between TeleServices Internet Group Inc. and The Affinity Group, Inc. dated February 28, 2001 (filed herewith). 10.32 Agreement for Assignment & Assumption of Lease and Consents of Guarantor and Landlord Thereto among TeleServices Internet Group Inc., The Affinity Group, Inc. and City Center Associates, Ltd. (Landlord) dated February 28, 2001 (filed herewith). 10.33 Rescission/Reacquisition Settlement Agreement by and among TeleServices Internet Group Inc., The Affinity Group, Inc. and certain former shareholders of The Affinity Group, Inc., dated February 28, 2001 (filed herewith).

Exhibit No. Description ----------- ----------- 2.9 Agreement and Plan of Reorganization by and among TeleServices Internet Group Inc., TSIG Newco Inc., The Affinity Group, Inc. and certain shareholders of The Affinity Group, Inc., dated November 29, 2000. (Incorporated by reference to Exhibit 2.9 of the Company's Form 8-K dated December 5, 2000 and filed on December 27, 2000). 10.30 Bill of Sale between TeleServices Internet Group Inc. and The Affinity Group, Inc. dated February 28, 2001 (filed herewith). 10.31 Absolute Assignment of Intangible Assets and Assumption by Assignee of Certain Obligations between TeleServices Internet Group Inc. and The Affinity Group, Inc. dated February 28, 2001 (filed herewith). 10.32 Agreement for Assignment & Assumption of Lease and Consents of Guarantor and Landlord Thereto among TeleServices Internet Group Inc., The Affinity Group, Inc. and City Center Associates, Ltd. (Landlord) dated February 28, 2001 (filed herewith). 10.33 Rescission/Reacquisition Settlement Agreement by and among TeleServices Internet Group Inc., The Affinity Group, Inc. and certain former shareholders of The Affinity Group, Inc., dated February 28, 2001 (filed herewith).

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