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 10, 2002
---------------
FINOTEC GROUP, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
110 Wall Street, Suite 15C
New York, NY 10005
---------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212) 701-8527
Online International Corporation
---
(Former Name or Former Address, if Changed Since Last Report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
On June 10, 2002 Finotec Group, Inc. (formerly Online International
Corporation)(the "Company") dismissed Marks Paneth & Shron, LLP ("Marks Paneth")
as our principal public accountants and engaged Hoberman, Miller, Goldstein &
Lesser, P.C., C.P.A. ("Hoberman Miller") to serve as our principal public
accountants. This decision was made by the Board of Directors of the Company.
Marks Paneth rendered its report with respect to our consolidated financial
statements as of and for the fiscal year ended January 31, 2001 and the
consolidated financial statements for the fiscal year ended January 31, 2000
which financial statements were included within our annual report on Form 10-KSB
filed with the Securities and Exchange Commission on May 1, 2001.
Marks Paneth's reports on the consolidated financial statements of the
Company and its subsidiaries for the two most recent fiscal years ended December
31, 2001 did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty or audit scope.
Since its engagement as our principal public accountants, and through the
date of this report, (i) there was no disagreement with Marks Paneth on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the satisfaction of Marks
Paneth, would have caused Marks Paneth to make reference to the subject matter
of the disagreement in connection with their report on our consolidated
financial statements and (ii) there was no disagreement or difference of opinion
with Marks Paneth regarding any "reportable event," as that term is defined in
Item 304(a)(1)(v) of Regulation S-K.
During the Company's two most recent fiscal years ended December 31, 2001
and the subsequent interim period through the date of this report, the Company
did not consult Hoberman Miller with respect to the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's consolidated financial
statements, or any other matters or reportable events as set forth in Items
304(a)(2)(i) and (ii) of Regulation S-K.
We provided Marks Paneth with a copy of this report and requested that
Marks Paneth furnish us with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the statements made by us in this
report and, if not, stating the respects in which it does not agree. The letter
provided by Marks Paneth is attached hereto as Exhibit 16.
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: August 22, 2002 Finotec Group, Inc.
By: /s/ Didier Essemini
--------------------------------
Name: Didier Essemini
Title: President
CONTACT: Didier Essemini - didier_e@finotec.com
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
16. Letter of Marks Paneth & Shron, LLP
re: Change in Certifying Accountant
July 3,2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Finotec Group, Inc.
Dear Sir or Madam:
We have read the statements that we understand Finotec group, Inc. will
include under Item 4 of the Form 8-K report it will file regarding the recent
change of auditors. We agree with such statements made regarding our firm. We
have no basis to agree or disagree with other statements made under Item 4.
Yours truly,
/s/ Marks Paneth & Shron LLP
Marks Paneth & Shron LLP