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) FEBRUARY 8, 2002
D'ANGELO BRANDS, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-29477 88-039116
(State of (Commission (I.R.S. Employer
organization) File Number) Identification No.)
14 Brewster Court, Brampton, Ontario Canada L6T 5B7
(Address of principal executive offices)
Registrant's telephone number, including area code (905) 794-0335
ITEM 4 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
1. i. The Company's principal accountant,
Stonefield Josephson, Inc., was dismissed on
February 8, 2002.
ii. The principal accountant's report on the
financial statements for the past two years was
modified as to uncertainty that the Company will
continue as a going concern.
iii. The decision to change accountants was
approved by the board of directors.
iv. A. There were no disagreements with the
former accountant on any matter of accounting
principles or practices, financial statement
disclosure, or auditing scope or procedure, which,
if not resolved to the former accountants
satisfaction, would have caused it to make
reference to the subject matter of the
disagreement(s) in connection with its report.
2. A new accountant has been engaged as the principal
accountant to audit the issuer's financial
statements. The new accountant is Solursh Feldman &
Partners LLP and was engaged as of February 8, 2002.
Neither the Company nor anyone acting on its behalf
consulted the new accountant regarding the
application of accounting principles to a specific
completed or contemplated transaction, or the type
of audit opinion that might be rendered on the small
business issuer's financial statements, as part of
the process of deciding as to the accounting,
auditing or financial reporting issue.
3. The Company has provided the former accountant with
a copy of the disclosures it is making in response
to this Item. The Company has requested the former
accountant to furnish a letter addressed to the
Commission stating that it agrees with the
statements made by the Company. The Company has not
filed the letter as an exhibit to the registration
statement containing this disclosure and as of this
filing date has yet to receive the letter. The
Company has filed the letter from the former auditor
as an exhibit to this registration statement
containing this disclosure.
EXHIBITS
16 Letter re Change in Certifying Accountant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized.
D'Angelo Brands, Inc.
By: /s/ Frank D'Angelo
Frank D'Angelo, President
Date February 15, 2002