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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) October 11, 2002
SUPERIOR NETWORKS, INC.
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(Exact name of registrant as specified in its chapter)
NEVADA 000-32969 98-0339543
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
130 King Street West, Suite 3670, Toronto, Ontario Canada M5X 1B1
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 416-863-0101
1281 West Georgia Street, Suite 501, Vancouver,
British Columbia, Canada, V6E 3J7
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(Former name or former address, if changed since last report)
Item 2. Acquisition of Assets
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The Registrant reports today that it has entered into negotiations for the
acquisition of airline assets and operations situated in France. The Registrant
intends to acquire a 49% interest in AltitudePlus, S.A.S. ("AltitudePlus").
AltitudePlus is a French charter airline operating as "L'Air" and previously
known as "Aerolyon". AltitudePlus is a wholly-owned subsidiary of AeroPlus
S.A.S. ("AeroPlus"), a French corporation. AlitudePlus was recently acquired by
AeroPlus following bankruptcy proceedings in France.
The Registrant is in the process of negotiating the acquisition of a 49%
interest in AltitudePlus in exchange for the issuance of 12,000,000 common
shares of the Registrant's common stock to AeroPlus. AeroPlus will retain a 51%
interest in AltitudePlus. It is anticipated that the acquisition will occur on
October 18, 2002.
The Registrant intends to acquire the operations and assets and to expand the
services currently provided by L'Air. Specifically, the Registrant intends to
operate a French-based discount airline serving the Caribbean, the Indian Ocean,
West Africa and North America.
The Registrant shall file financial statements in connection with this
acquisition within 60 days of the acquisition.
Item 4. Changes in Registrant's Certifying Accountant.
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Morgan & Company, Chartered Accountants ("MC") was previously the principal
independent certified accountant for the Registrant. On October 11, 2002 the
Registrant dismissed MC and SF Partnership, LLP ("SF") was subsequently engaged
as principal accountants for the Registrant. The change was approved on October
11, 2002, by the Board of Directors of the Registrant.
MC's reports on the Registrant 's financial statements for each of the past two
(2) years did not contain an adverse opinion or disclaimer of opinion, and were
not qualified as to audit scope or accounting principles. The report of MC
included in the Registrant's financial statements for the year ended November
20, 2001 states that the financial statements were prepared on the assumption
that the Registrant will continue as a going concern. However, as noted in the
report of MC, the Registrant has no established source of revenue and this
raises substantial concern as to the Registrant's ability to continue as a going
concern. Without realization of additional capital, it would be unlikely for the
Registrant to continue as a going concern.
During each of past two fiscal years and during the portion of fiscal year 2002
preceding the dismissal of MC, there were no disagreements with MC on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreement(s), if not resolved to MC's
satisfaction, would have caused it to refer to the subject matter of the
disagreement(s) in connection with its reports; and there were no reportable
events ("Reportable Events") as described in Item 304(a)(1)(v) of the Securities
and Exchange Commission's (the "Commission") Regulation S-K or S-B.
The Registrant has provided a copy of the foregoing statements to MC. Attached
as Exhibit 99.1 hereto is MC's letter to the Commission dated October 11, 2002,
stating its agreement with such statements.
Effective October 11, 2002, the Registrant has engaged SF as its principal
accountant for the fiscal year ending November 30, 2002. During fiscal year
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2001, and during the portion of fiscal year 2002 preceding the Board's decision,
neither the Registrant nor anyone acting on its behalf consulted with SF
regarding (i) either 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 Registrant's financial statements; or (ii) any matter
that was either the subject of a disagreement with MC or a Reportable Event with
respect to MC.
Item 5. Other Events
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Name Change
The Registrant intends to change its name to "L.Air Holding Inc." in order to
better reflect its anticipated new business following the acquisition.
Transfer Agent
As previously disclosed, the Registrant has retained Interwest Transfer Company,
Inc. as its new transfer agent. Interwest Transfer Company Inc. is located at
1981 East Murray Holladay Road, Suite 100, Salt Lake City, Utah, 84117, Tel:
801-272-9294.
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.
SUPERIOR NETWORKS, INC.
Date: October 11, 2002 /s/ Alexander Goldman
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Alexander Goldman
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