UNITED STATES
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): January 28, 2002
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BIOGAN INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-31479 58-1832055
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(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification No.)
813 Beriault Drive, Suite 203, Longueuol, Quebec, Canada
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (405) 651-6701
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Not Applicable
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(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On January 28, 2002, KPMG LLP ("KPMG") resigned as the Registrant's
independent certifying accountants. This resignation is effective as of February
20, 2001, the date of the Registrant's engagement of KPMG, and was necessitated
by the previously-reported failure to close the Registrant's proposed Chinese
joint venture. As reported by the Registrant in its Current Report on Form 8-K
dated July 30, 2001 and filed with the Securities and Exchange Commission on
July 30, 2001 (the "July 8-K"), the Registrant was advised by its Chinese
counsel that its joint venture and related asset acquisition transactions (the
"Hechi transactions") with Hechi Industrial Co., Ltd. ("Hechi"), were not
consummated in compliance with Chinese law and therefore may not be valid. As a
result, the Registrant currently has no operating business. However, the
Registrant and Hechi are currently negotiating a Memorandum of Understanding in
order to restructure the Hechi Transactions in compliance with applicable
Chinese law. The Registrant anticipates that upon effective consummation of the
transactions with Hechi, KPMG or a similar firm of international repute will be
engaged as the Registrant's independent certifying accountants.
During the Registrant's two most recent fiscal years and subsequent
interim periods preceding the resignation of KPMG, there were no disagreements
with KPMG 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 KPMG, would have caused KPMG to make reference
to the subject matter of the disagreement in connection with its reports, if any
had been rendered.
The Registrant is furnishing herewith a letter addressed to the
Securities and Exchange Commission from KPMG pursuant to Item 304(a)(3) of
Regulation S-B, which letter is attached hereto as Exhibit 16.
In addition, on January 28, 2002, the Registrant engaged George
Brenner, C.P.A. ("Brenner") as its independent certifying accountants. Brenner
will act as the Registrant's certifying accountant with respect to the Company's
periodic reports filed with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended (the "1934 Act") commencing with the
Registrant's Annual Report on Form 10-K for the year ended December 31, 2000.
The Registrant has not consulted with George Brenner, C.P.A. on any matter which
would require disclosure under Item 304 of Regulation S-B.
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ITEM 5. OTHER EVENTS.
In 2000, the Registrant entered into the Hechi Transactions resulting
in the formation of a joint venture to operate certain non-ferrous metal
smelting and mining operations in the People's Republic of China. In reliance
upon the effectiveness of the Hechi Transactions, the Registrant included the
financial results of this joint venture (to the extent of its interest) in its
financial statements. As subsequently reported in the July 8-K, the Registrant
was subsequently advised by Chinese counsel that the Hechi Transactions were
invalid for failure to comply with applicable Chinese Law. As a result, the
Registrant will be restating its financial statements to not reflect the Hechi
Transactions, and will be filing its periodic reports under the 1934 Act as a
company with minimal current business activities. As set forth above in Item 4.
above, the Registrant and, to the Registrant's knowledge, Hechi remain committed
to the Hechi Transactions and are currently negotiating a Memorandum of
Understanding to restructure them in compliance with applicable Chinese law.
At a meeting of the Board of Directors of the Registrant (the "Board")
held on November 22, 2001, a resolution was passed setting the number of
directors at eight. The Board appointed Kuang Yihuai (Chairman), Gilles
LaVerdiere (Vice Chairman), Kuang Zhong, Liang Changjiang, Ronald Tolman, Kerry
Smith, Pierre O'Dowd and John Cullen to serve as directors until the next
meeting of the Registrant's stockholders.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits.
16 Letter from KPMG, LLP to the Securities and Exchange
Commission regarding change in the Registrant's
certifying accountant.
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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 hereunto duly authorized.
BIOGAN INTERNATIONAL, INC.
Date: February 4, 2002 By: /s/ GILLES LAVERDIERE
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Name: Gilles LaVerdiere
Title: Chief Executive Officer and President
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