United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 14(d) of the
Securities and Exchange Act of 1934
March 27, 2003
Date of Report (Date of earliest event reported)
0-31245
Commission File Number
KAW ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
91-2048013
(I.R.S. Employer Identification Number)
963 Valley View Drive
Meadowbrook PA 19046-1317
(Address of Principal Executive Offices) (Zip Code)
(918) 336-1773
(Registrant's telephone number, including area code)
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On January 17, 2003, Kaw Acquisition Corporation (the
"Registrant") notified the accounting firm of Magee, Rausch &
Shelton, LLP, of Tulsa, Oklahoma ("MRS") that MRS had been
replaced as the Registrant's principal accountant. MRS reported
on and audited the financial statements prepared by the
Registrant for the period since inception (May 3, 2000) and
ending July 15, 2000.
On October 25, 2002, the Registrant engaged the accounting firm
of James J. Taylor ("JJT") of New Braunfels, Texas, as its
principal accountant to audit the financial statements prepared
by the Registrant for the current fiscal year and for its past
filings. The decision to change accountants was recommended by
the Company's Board of Directors and was based on the
recommendation of Special Counsel to the Registrant to change as
JJT would be more accessible in the State of Texas to potential
merger candidates.
The financial statements reviewed as of July 15, 2000 and
reported by MRS did not contain an adverse opinion or a
disclaimer of opinion, nor were qualified or modified as to
uncertainty, audit scope, or accounting principles.
Additionally, during he Registrant's two most recent fiscal
years and any subsequent interim period preceding MRS'
dismissal, there were no disagreements with the Registrant's
former accountant on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedures. A copy of this disclosure has been provided to MRS.
A copy of MRS' letter addressed to the Securities and Exchange
Commission stating whether it agrees with the statements made by
the Registrant contained in this Item 4 is attached to this
Report as an exhibit.
ITEM 5. OTHER EVENTS
The Board of Directors recommended to the Registrant
shareholders, and on September 30, 2002, the shareholders of the
Registrant approved, a Resolution to amend the Registrant's
Articles of Incorporation to:
- - create a Class A Common Stock from the authorized capital
stock consisting of 12,000,000 shares with a par value of
$0.001 per share,
- - create a Class B Common Stock from the authorized capital
stock consisting of 88,000,000 shares with a par value of
$0.001 per share, and
- - add a preferred stock class for 20.0 million additional
authorized shares.
Reason for designating Class A and Class B Common Shares
Designating a Class A Common Stock consisting of 12,000,000
shares with par value of $0.001 per share and with a voting
power equal to 20 votes per share will allow our Board
flexibility to act promptly in issuing stock to meet our future
business needs, which may include:
- - acquisitions and mergers,
- - financing transactions to improve our financial and
business position,
- - stock splits or stock dividends,
- - recruiting employees and executives, and
- - other proper business purposes.
Automatic conversion will occur without further action into
equivalent shares of Class B Common Stock as follows:
- - upon the effective date of a registration statement filed
under the Securities Act of 1933, as amended
- - by a nationally recognized underwriter on
- - New York Stock Exchange
- - American Stock Exchange
- - Nasdaq National Market
- - aggregate proceeds from offering is the greater
of the original issue price of Preferred Stock
issued by Registrant multiplied by 1.5 and gross
cash proceeds to Registrant are at least $5,000,000.
If the Class A Common Shares have been designated and their
voting and conversion rights established, our Board of Directors
will be able to act quickly without spending the time and
incurring the expense of soliciting proxies and holding
additional shareholders meetings. The Board, however, may issue
additional shares of Class A Common Stock without action on the
part of the shareholders only if action is permissible under
Nevada law, and only if the rules of any exchange on which the
Common Stock is then listed permit those issuances. There are
no additional costs or expenses due to the State of Nevada,
where we are incorporated, as a result of the increase in
authorized shares, other than the nominal costs associated with
the filing of the Articles of Amendment.
The Class A Common Shares may be used by a minority of
shareholders to gain control of us by diluting the voting power
of shares then outstanding or increasing the voting power of
persons who would support the Board of Directors in opposing a
takeover bid or a solicitation in opposition to management.
These shares could also be used by the Board of Directors in a
public or a private sale, merger or similar transaction by
increasing the number of outstanding shares and thereby diluting
the equity interest and voting power of a party attempting to
obtain control of us. We are not currently aware of any effort
to obtain control of us and have no plans to use the new shares
for purposes of discouraging any such effort. Issuing any
additional shares of our Class A Common Stock would dilute our
current shareholders' interest in us.
Reason for adding preferred stock:
Adding preferred shares will also allow our Board flexibility to
act promptly in issuing stock to meet our future business needs,
which may include:
- - paying existing creditors,
- - financing transactions to improve our financial and
business position,
- - stock splits or stock dividends,
- - acquisitions and mergers,
- - recruiting employees and executives,
- - employee benefit plans, and
- - other proper business purposes.
If preferred shares are readily available, our Board of
Directors will be able to act quickly without spending the time
and incurring the expense of soliciting proxies and holding
additional shareholders meetings. The Board, however, may issue
additional shares of Preferred Stock without action on the part
of the shareholders only if the action is permissible under
Nevada law, and only if the rules of any exchange on which the
Common Stock is then listed permit those issuances. There are
no additional costs or expenses due to the State of Nevada,
where we are incorporated, as a result of the increase in
authorized shares, other than the nominal costs associated with
the filing of the Articles of Amendment to our Articles of
Incorporation.
The additional authorized shares of Preferred Stock may be used
to discourage persons from attempting to gain control of us by
diluting the voting power of shares then outstanding or
increasing the voting power of persons who would support the
Board of Directors in opposing a takeover bid or a solicitation
in opposition to management. These shares could also be used by
the Board of Directors in a public or a private sale, merger or
similar transaction by increasing the number of outstanding
shares and thereby diluting the equity interest and voting power
of a party attempting to obtain control of us. We are not
currently aware of any effort to obtain control of us and have
no plans to use the new shares for purposes of discouraging any
such effort. Issuing any additional shares of our Preferred
Stock would dilute our current shareholders' interest in us.
ITEM 7. Financial Statements, Pro Forma Financial
Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
3.1 Articles of Incorporation (1)
3.1.1 Articles of Amendment to Articles of
Incorporation dated September 30, 2002. (2)
3.2 Bylaws (1)
3.3 Specimen Stock Certificate (1)
10.1 Agreement with Peter Goss (1)
10.2 Shareholders Agreement (1)
99.1 MRS' letter to the Securities and Exchange
Commission (2)
(1) Filed as an Exhibit to the Company's Form 10-SB,
filed with the Securities and Exchange Commission
on August 7, 2000.
(2) Filed as an Exhibit to this Form 8-K.
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.
Dated: March 27, 2003
KAW ACQUISITION CORPORATION
By: /s/ Peter R. Goss
Peter R. Goss
President
Magee Rausch & Shelton, LLP
Certified Public Accountants
Members American Institute of Certified Public Accountants
Private Companies Practice Section and S.E.C. Practice Section
January 17, 2003
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen,
We were previously principal accountants for Kaw Acquisition
Corporation and, under the date of July 25, 2000, we reported on
the financial statements of Kaw Acquisition Corporation for the
period May 3, 2000 (inception) to July 15, 2000. On January 17,
2003, our appointment as principal accountants was terminated.
We have read Kaw Acquisition Corporation's statements included
under Item 4 of its draft Form 8-K dated January 17, 2003, to be
filed in the near future, and we agree with such statements.
Sincerely,
/s/ Magee, Rausch & Shelton, LLP
Magee, Rausch & Shelton, LLP