SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
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FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: APRIL 12, 2001
DONINI, INC.
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(Exact name of Registrant as specified in its Charter)
NEW JERSEY
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(State or Other Jurisdiction of Incorporation)
0-32133
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(Commission File Number)
22-3768426
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(IRS Employer Identification Number)
4555 boul, des Grandes Prairies, #30
St. Leonard, MONTREAL, QUEBEC H1R 1A5
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(Address of Principal Executive offices) (Zip Code)
(514) 327-6006
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Registrant's Telephone Number,
including Area Code
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
As of April 1, 2001, the Company had 12,206, 855 Common Stock issued
and outstanding.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
The Company on March 30, 2001, appointed KPMG as its new Auditors.
There were no disagreements with the prior Auditor, Samuel Klein & Co. KPMG had
been the Auditors for the Company's wholly-owned operating subsidiary Pizza
Donini, Inc.
ITEM 5. OTHER EVENTS
The Registrant has undergone the following significant events:
On March 30, 2001, the Holder of a $500,000 Subordinated Convertible
Debenture, Bartholemew International Investments, Ltd., converted its Debenture
into 2,206,855 shares of common stock of the Company. A Director of the Company,
Mr. Terence Byrne, is an affiliate of the Holder. The Company had assumed
obligations of Pizza Donini, Inc. under a Consulting Agreement with a company
affiliated with Mr. Byrne, TT Byrne Capital Investment, Inc.; received an
assignment of that Consulting Agreement.
ITEM 6. RESIGNATION OF OFFICERS AND DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 1.A Letter regarding change of certifying
accountants
Exhibit 1.B Subordinated Convertible Debenture
Exhibit 1.C Notice of Conversion of Subordinated
Convertible Note.
Exhibit 1.D Assignment of Debenture
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
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Signatures
Pursuant to the requirements of the Securities Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DONINI, INC.
April 12, 2001 By: /s/ PETER DEROS
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Peter Deros
President and Chief
Executive Officer
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