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): March 24, 2003
Doblique, Inc.
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(Exact name of Registrant as specified in its charter)
Nevada 333-83152 75-2870720
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(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
801 Brickell, 9th Floor, Miami, Florida 33131
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(Address of Principal Executive Offices, including zip code)
(305) 789-6649
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(Registrant's Telephone Number, including area code)
Item 1. Change of Control of Registrant.
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On March 24, 2003, Pam Halter ("Halter"), the majority shareholder of
Doblique, Inc., a Nevada corporation ("Registrant") sold 2,250,000 shares of
common stock of Registrant to Medira Investments, LLC, of Key Biscayne, Florida
("Buyer"), which is a company controlled by Viktoria Benkovitch. Such shares
represent 45% of all shares issued and outstanding. The purchase price of the
shares was $274,000 in cash, which was determined by the parties based upon
arms' length negotiations. Such funds were obtained by the Buyer from a capital
contribution from its owner.
Upon the closing of the sale, Halter appointed Dr. Jack Kachkar, the
CEO of the Buyer, to become President and Director of Registrant, and then
Halter resigned as President and Director of Registrant. Dr. Kachkar is the
spouse of Ms. Benkovitch.
Buyer and Seller have agreed that Buyer will cause the Registrant to be
merged with or acquire an operating company, which may be an affiliate of Buyer,
having annual revenue of at least $5 million.
Item 4. Changes in Registrant's Certifying Accountant
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On March 29, 2003, Registrant dismissed Parks, Tschopp, Whitcomb & Orr
as its independent auditors (the "Auditor").
The Auditor's reports for the two most recent fiscal years included and
explanatory paragraph concerning the Registrant's ability to continue as a going
concern. During the two most recent fiscal years and during the interim period
from December 31, 2002 until March 29, 2003, the Registrant has not had any
disagreements with the Auditor on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures that
would require disclosure in this Current Report on Form 8-K. During such period,
there were no reportable events as described in Item 304(a)(1)(v) of Regulation
S-K.
Parks, Tschopp, Whitcomb & Orr has furnished to the Registrant a letter
addressed to the SEC stating that it agrees with the statements in the
immediately preceding paragraph. A copy of such letter, dated April 2, 2003 is
filed as Exhibit 2 to this Form 8-K.
On March 29, 2003, Registrant retained the accounting firm of
Berkovits, Lago and Company, LLP, Fort Lauderdale, Florida, as its independent
auditors for the fiscal year ending December 31, 2003. The Board of Directors of
Registrant approved the selection of Berkovits, Lago and Company, LLP as new
independent auditors. Neither management nor anyone on its behalf has consulted
with Berkovits, Lago and Company, LLP regarding 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, and neither a written report nor oral advice was provided to the
Registrant that Berkovits, Lago and Company, LLP concluded was an important
factor considered by the Registrant in reaching a decision as to the accounting,
auditing or financial reporting issue during the Registrant's two most recent
fiscal years prior to engaging Berkovits, Lago and Company, LLP.
Item 7. Financial Statements and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
10.1 Stock Purchase Agreement dated March 24, 2003
16.1 Letter from former auditors
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused the report to be signed on its behalf by the
undersigned hereunto duly authorized.
April 2, 2003
DOBLIQUE, INC.
By: /s/ Jack Kachkar
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Jack Kachkar President