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) November 8, 2000
NEW HILARITY, INC.
(Exact name of Registrant as specified in its charter)
Nevada 001-03323 91-197860
(State or other jurisdiction Commission (I.R.S. Employer
of incorporation or File number) Identification
organization) Number)
22nd Floor, 161 Bay Street
Canada Trust Tower, BCE Place
Toronto, Ontario, Canada M5J 2S1
(Address of principal (Postal Code)
executive offices)
Registrant's telephone number, including area code: (416) 304-0694
Item 4. Changes in Registrant's Certifying Accountant.
Effective as of November 8, 2000, New Hilarity, Inc. (the
"Company") dismissed Williams & Webster, P.S. as its principal independent
accountants and engaged BDO Dunwoody, LLP as its principal independent
accountants to audit the financial statements of the Company and its
subsidiaries.
For either of the past two fiscal years, the report of the former
independent accountants, Williams & Webster, P.S., contained no adverse
opinion, disclaimer of opinion or qualification or modification as to
uncertainty, audit scope or accounting principles.
During the Company's two most recent fiscal years and any
subsequent interim period preceding the date hereof, there were not any
disagreements with the former accountants on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedure, which disagreements, if not resolved to the satisfaction of
the former accountants would have caused it to make reference to the
subject matter of the disagreements in connection with its report.
The change in the Company's independent accountants was approved by
the Company's Board of Directors. The Company's Board of Directors
determined that as a result of the previously reported transaction effected
as of September 8, 2000 (the "Orbit Transaction") with Orbit Canada Inc.,
an Ontario corporation ("Orbit") (whereby Orbit became a wholly-owned
subsidiary of the Company which transaction resulted in Orbit's business
becoming the Company's principal business), the Company's auditing needs
could be better handled by BDO Dunwoody, LLP compared to the former
accounting firm insofar that BDO Dunwoody, LLP is located in Toronto,
Canada which is where Orbit maintains its principal place of business.
During the Company's two most recent fiscal years, and any
subsequent period prior to engaging BDO Dunwoody, LLP, neither the Company
nor, to the best of the Company's knowledge, anyone acting on the Company's
behalf, consulted BDO Dunwoody, LLP regarding either (i) 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 financial statements, and either a written report was provided to
the Company or oral advice was provided that the new accountant concluded
was an important factor considered by the Company in reaching a decision as
to the accounting, auditing or financial reporting issue; or (ii) any
matter that was subject of a disagreement (as defined in paragraph
304(a)(1)(iv) of Regulation S-K) with the former accountant or a reportable
event (as described in paragraph 304(a)(1)(v) of Regulation S-K).
The Company has requested Williams & Webster, P.S. to furnish it a
letter addressed to the Commission stating whether it agrees with the above
statements. A copy of that letter, dated November 14, 2000, is filed as
Exhibit 16.1 to this Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibits:
Page
16.1 Letter re change in certifying accountant 5
Item 8. Change in Fiscal Year.
As of November 8, 2000, the Company's Board of Directors approved
a change in the Company's fiscal year end from March 31 to July 31. The
change was made to conform the Company's fiscal year to the fiscal year of
Orbit Canada, Inc., which, as a result of the Orbit Transaction effected as
of September 8, 2000, became a wholly-owned subsidiary of the Company and
is deemed to be the acquirer for accounting purposes using reverse-
acquisition accounting procedures. The Company's next periodic filing
will be a Form 10-Q for the fiscal quarter ended October 31, 2000.
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.
NEW HILARITY, INC.
(Registrant)
Dated: November 14, 2000 By: /s/ Daniel N. Argiros
Name: Daniel N. Argiros
Title: Vice President and
Chief Financial
Officer
EXHIBIT 16.1
WILLIAMS & WEBSTER, P.S.
Bank of America Financial Center
601 West Riverside
Suite 1940
Spokane, WA 99201
November 14, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 of Form 8-K dated November 8, 2000 of New Hilarity,
Inc. and are in agreement with the statements made in response to that Item
insofar that they relate to our Firm.
Very truly yours,
/s/Williams & Webster, P.S.
Williams & Webster, P.S.