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 3, 2005
PENDER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0 - 50045 33-0823179
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
60 Columbia Way, Suite 300, Markham, Ontario, L3R 0C9
(Address of principal executive offices)
(905) 415-5016
(Registrant's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On March 3, 2005, Pender International Inc. ("the Company") was notified that
Beckstead and Watts, LLP (the "Former Auditor") had resigned as the Company's
principal independent auditor, effective March 3, 2005 as they would be unable
to complete the audit for the fiscal year ended December 31, 2004 in a timely
manner. The letter of resignation is filed hereto as Exhibit 16.1. In lieu of
the resignation, the Company's board of directors resolved to appoint
SF Partnership, LLP as the Company's principal independent auditor and that
SF Partnership, LLP will perform the audit for the fiscal year ended
December 31, 2004.
The Former Auditor's reports on the Company's financial statements for each of
the years ended December 31, 2003 and December 31, 2002 did not contain an
adverse opinion or disclaimer of opinion, nor were such reports qualified or
modified as to uncertainty, audit scope or accounting principals. The Former
Auditors commented to the going concern of the Company noting that the
continuation of the Company would be dependant upon obtaining additional
financing to sustain its operations and achieve future profitability. The
Former Auditor also stated that in the event that the Company could not
obtain the necessary funding it would be unlikely that the Company would be
able to continue as a going concern.
In connection with the audits for the years ended December 31, 2003 and
December 31, 2002, and the subsequent interim period prior to the date of
resignation, there were no disagreements with the Former Auditor on any matter
of accounting principals or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement(s), if not resolved to the
satisfaction of the Former Auditor, would have caused it to make references to
the subject matter of the disagreement(s) in connection with its reports on the
financial statements for such years (as discussed in Regulation S-B, Item
304(a)(1)(iv))
The Company has engaged the firm of SF Partnership, LLP (the "New Auditor") as
its principal independent auditor effective March 4, 2005, to act as its
independent auditor for the fiscal year ending December 31, 2004. During the
two most recent fiscal years and the interim period preceding the appointment
of the New Auditor, the Company has not consulted the New Auditor regarding
either (i) the application of the accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on the Company's financial statements, and neither a written
report nor advice was provided to the Company that the New Auditor concluded
was an important factor considered by the Company in reaching a decision as to
the accounting of financial reporting issue; or (ii) any matter that was either
the subject of a disagreement or a reportable event (as defined in Regulation
S-B, Item 304(a)(1)(iv)).
The Company has provided the Former Auditor with a copy of the disclosures it
is making herein in response to Item 304(a) of Regulation S-B. The Registrant
requested that the Former Auditor furnish the Registrant with a letter
addressed to the Commission stating whether it agrees with the statements made
by the Registrant. The Registrant has annexed such letter hereto as Exhibit
16.2.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Number Description
- -------------- -----------
16.1 Letter of resignation from Beckstead and Watts, LLP
16.2 Letter of agreement from Beckstead and Watts, LLP
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 thereunto duly authorized.
Pender International, Inc.
(Registrant)
/s/ Kalson G.H. Jang
--------------------------
Kalson G.H. Jang
Chairman and Director
(Duly Authorized Officer)
Date: March 18, 2005