UNITED STATES
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): March 5, 2002 (March 4, 2002)
KIK TECHNOLOGY INTERNATIONAL, INC.
-----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 000-1109664 91-2021602
- ---------------------------- ------------------ ----------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
590 Airport Road
Oceanside, CA 92054
- ---------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (760) 967-2777
N/A
-------------------------------------------------------
(Former name or former address, if changes since last report)
Copy of Communications to:
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
(561) 832-5696- Telephone
(561) 659-5371-Facsimile
The purpose of this current report on Form 8-K is to disclose a change in
the Registrant's Certifying Accountant.
ITEM 4(a). CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On March 4, 2002 the Company notified its accountant, Rogelio G. Castro
that he was being dismissed as the Company's independent auditor. The stated
reason was that the Company would retain the auditor of the operating subsidiary
as the auditor of the consolidated entity. The decision to change accountants
was approved by the Board of Directors of the Company.
From the Registrant's inception (February 1, 2000) through December 31,
2000 and during subsequent interim periods preceding the date of dismissal, the
Company has had no disagreements with Rogelio G. Castro on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure.
No accountant's report on the financial statements since inception,
February 1, 2000, contained an adverse opinion or a disclaimer of opinion or was
qualified or modified as to uncertainty, audit scope or accounting principles.
The Company provided Rogelio G. Castro with a copy of this disclosure and
requested that a letter be furnished to the Company, addressed to the SEC,
stating whether he agrees with the statements made herein or the stating the
reasons in which he does not agree. The letter from Rogelio G. Castro is filed
herewith.
Item 4(b). Changes in Registrant's Certifying Accountant.
On March 4, 2002, the Company engaged the firm of Horwath Gelfond Hochstadt
Pangburn, P.C., 1600 Broadway, Suite 2500, Denver, CO 80202-4925 as the
Company's independent auditors. Such appointment was accepted by Donald D.
Pangburn, Director of the firm. Prior to such engagement, the Registrant had not
consulted Horwath Gelfond Hochstadt Pangburn, P.C. on any prior matters,
including any matters relative to the application of accounting principles or
any subject of disagreement with Rogelio G. Castro.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
2.1 [3] Acquisition agreement between the Company, A. Renee Dervaes, Agata Gotova and
Jeffrey Volpe dated November 17, 2000 [previously Exhibit 1].
2.2 [5] Share Exchange Agreement between the Company and KIK Technology, Inc. dated
June 25, 2001.
3.(i).1 [1] Articles of Incorporation [previously Exhibit 3(a) and 3.1].
3.(i).2 [2] Amendment to Articles of Incorporation.
3.(i).3 [5] Amendment to Articles of Incorporation [previously Exhibit 3.(i).2].
3.(ii).1 [1] Bylaws [previously Exhibit 3(b) and 3.4].
5.1 [2] Opinion of Kenneth G. Eade (including consent).
10.1 [4] Russian Imports.com Year 2000 Employee/Consultant Stock Compensation Plan
(previously filed as Exhibit 10.35).
16.1 * Letter on change of certifying accountant pursuant to Regulation SK Section
304(a)(3).
23.1 [2] Consent of Roger G. Castro.
- -------------------------------------------------
[1] Previously filed with the Company's Registration Statement on Form 10SB on
April 3, 2000.
[2] Previously filed with the Company's Registration Statement on Form SB-2 on
April 4, 2000.
[3] Previously filed with the Company's Current Report on Form 8-K filed
December 18, 2000.
[4] Previously filed with the Company's Registration Statement on Form S-8 on
December 29, 2000.
[5] Previously filed with the Company's Current Report on Form 8-K on September
19, 2001.
* Filed herewith.
(b) A Current Report on Form 8-K was filed by the Company on December 18,
2000. It reported a change of control of the Registrant associated with a share
exchange.
A Current Report on Form 8-K was filed by the Company on September 19,
20001. It reported a change of control of the Registrant associated with a share
exchange.
An amended Current Report on Form 8-K was filed by the Company on December
13, 2001 to provide financial statements for KIK Technology, Inc., a California
corporation and the pro forma financial information for the Company, as required
by Item 7 of Form 8-K.
A Current Report on Form 8-K was filed on February 5, 2002 to change the
Registrant's fiscal year from December 31 to January 31.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized.
KIK TECHNOLOGY INTERNATIONAL, INC.
(Registrant)
Date: March 5, 2002 By: /s/ William Knooihuizen
------------------------------------------------------
William Knooihuizen, President and Director
By: /s/ Donald P. Dean
------------------------------------------------------
Donald P. Dean, Chairman and Secretary
By: /s/ Kuldip C. Baid
------------------------------------------------------
Kuldip C. Baid, Chief Financial Officer and Director
By: /s/ A. Rene Dervaes, Jr.
------------------------------------------------------
A. Rene Dervaes, Jr., Director