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: FEBRUARY 2, 2005
DONINI, INC.
(Exact name of Registrant as specified in its Charter)
NEW JERSEY
(State or Other Jurisdiction of Incorporation)
0-32133
(Commission File Number)
22-3768426
(IRS Employer Identification Number)
4555 boul, des Grandes Prairies, #30
St. Leonard, MONTREAL, QUEBEC H1R 1A5
(Address of Principal Executive offices) (Zip Code)
(514) 327-6006
Registrant's Telephone Number,
including Area Code
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Resignation of Certifying Accountant
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By letter received by Donini Inc. (the "Company") on January 20, 2005, Samuel
Klein and Company ("Samuel Klein") resigned as the independent accountant of the
Company.
Samuel Klein's report on the Company's financial statements for the fiscal years
ended May 31, 2004 and May 31, 2003 (the last two fiscal years for which a
report was filed) did not contain an adverse opinion or a disclaimer of opinion,
nor was the report qualified or modified as to uncertainty, audit scope or
accounting principles, except that a going concern qualification was contained
in the report for fiscal years ended May 31, 2004 and 2003.
During the Company's two most recent fiscal years and the interim period
preceding the resignation of Samuel Klein, there were no disagreements with
Samuel Klein 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 Samuel Klein, would have caused them to make
a reference to the subject matter of the disagreements in connection with their
report.
None of the reportable events described in Item 304(a)(1)(v) of Regulation S-K
occurred during the Company's two most recent fiscal years or the interim period
preceding Samuel Klein's resignation.
The Company has provided Samuel Klein a copy of the disclosures in this Form 8-K
regarding its resignation as the Company's certifying accountant, and has
requested Samuel Klein to furnish a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the statements made by the
Company. A copy of Samuel Klein's letter to the Securities and Exchange
Commission is filed as Exhibit 16 to this form 8-K.
Engagement of New Certifying Accountant
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On February 1, 2005, the Company's Board of Directors appointed Rotenberg,
Meril, Solomon, Bertiger & Gutilla, P.C. ("RMSB&G") as the Company's new
certifying accountant, and the Company engaged RMSB&G as its new certifying
accountant on that date.
Prior to the Company's appointment of RMSB&G, the Company had not engaged RMSB&G
to perform any services for the Company. The Company (nor anyone on behalf of
the Company) did not consult with RMSB&G on any matters prior to the engagement
of RMSB&G as the Company's certifying accountant on January 25, 2005.
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATION OF OFFICERS AND DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements: None
(b) Exhibits:
16 Letter from Samuel Klein and Company February 2, 2005
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
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.
February 1, 2005 By: /s/ PETER DEROS
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Peter Deros
President and Chief
Executive Officer
Exhibit Index
Form 8-K
Exhibit No. Description
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16 Letter from Samuel Klein and Company