SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act 1934
Date of Report: May 20, 2002
Travlang, Inc.
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(Exact name of registrant as specified in charter)
Delaware
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(State or other jurisdiction of incorporation)
0-14026 13-3174562
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(Commission File Number) IRS Employer Identification No.)
2 Hashiloach St., Petach Tikva, Israel 49170
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 011 972 397 10548
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Item 4. Changes in Registrant's Certifying Accountant
On March 13, 2002, the Registrant dismissed Daszkal Bolton LLP ("DB")
as its independent auditors, terminating the client-auditor relationship between
the Registrant and DB, and the Registrant engaged Chaikin Cohen Rubin & Gilboa
("CCRG") as its independent auditors of the Registrant's indirect wholly-owned
subsidiary, Sec2Wireless, Ltd., for the current fiscal year. On May 16, 2002,
the Registrant engaged SF Partnership, LLP ("SFP") as its independent auditors.
On the Registrant's Form 8-K dated March 13, 2002 and on the Registrant's Form
8-K/A dated May 9, 2002, the Registrant mistakenly reported that it had engaged
CCRG as its independent auditors. This Form 8-K/A is filed to correct such
mistake. CCRG remains as the independent auditors for Sec 2 Wireless, Ltd. The
decision to dismiss DB and engage SFP was approved by the Board of Directors of
the Registrant, upon the recommendation of the Audit Committee of the Board of
Directors. DB's reports on the consolidated financial statements of the
Registrant for fiscal years 2001 and 2000 and any subsequent interim period
preceding the dismissal did not contain any adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to financial statement
disclosure, audit scope or procedure, or accounting principles or practices
except that the report was modified as to uncertainty and contained a disclosure
stating that the financial statements were prepared based on the assumption that
the Registrant would continue as a going concern. During fiscal years 2001 and
2000, there were no disagreements with DB regarding any matters of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of DB, would
have caused DB to make reference to the subject matter of the disagreements in
connection with its report. The Registrant requested that DB furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. The letter, dated April 1, 2002, was filed as
Exhibit 1 to the Registrant's Form 8-K dated March 13, 2002.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The Registrant and it's new accountants were unable to complete the
required audited financial statements required to be filed on this Form 8-K. In
accordance with Paragraph (a)(4) of Item 7 to Form 8-K, the Registrant will file
an amendment to this report on or before May 27, 2002. Such amendment will
contain the required audited financial statements.
Attached as Exhibit 1 is a letter dated April 1, 2002 from Daszkal
Bolton LLP (Filed as an exhibit to the Registrant's Form 8-K dated March 13,
2002).
Attached as Exhibit 2 is a letter dated March 29, 2002 from Daszkal
Bolton LLP (Filed as an exhibit to the Registrant's Form 8-K dated March 13,
2002).
Attached as Exhibit 3 is a letter dated May 9, 2002 from Daszkal Bolton
LLP (Filed as an exhibit to the Registrant's Form 8-K/A dated May 9, 2002).
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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.
TRAVLANG, INC.
By: /s/ Lucien Geldzahler
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Name: Lucien Geldzahler
Title: President
Dated: May 20, 2002