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): June 28, 2002
EZEE Rider, Corp.
(Exact name of registrant as specified in its charter)
Delaware 333-50472 16-1591048
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) or organization)
incorporation Identification No.)
2541 Monroe Avenue, Suite 301, Rochester, NY 14618
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 585-244-1840
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Not applicable
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(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On April 30, 2002 EZEE
Rider Corp.(the "Company") received the resignation of Baier & Williams, LLP. as
its independent public accountant. Baier & Williams, LLP. (and its predecessor,
Daniel J. Baier, CPA, P.C.), were the Company's independent public accountant,
and have issued all reports on financial statements of EZEE Rider Corp. since
August 2000 to date. No reports contained any adverse opinions or disclaimers of
opinion and were not modified as to audit scope or accounting principles, but
only modified as to the uncertainty of the company continuing as a going
concern. There have been no disagreements with Baier & Williams, LLP. on any
matter of accounting principle or practices, financial statement disclosure or
auditing scope or procedure which if not resolved to the satisfaction of Baier &
Williams, LLP. would have caused Baier & Williams, LLP. to make reference to
such matter in connection with its reports. The resignation of Baier & Williams,
LLP. was approved by the Company's Board of Directors.
In connection with its audits for the fiscal year ended December 31, 2000 and
the interim periods through September 30, 2001 there have been no disagreements
with Baier & Williams, LLP. on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Baier & Williams, LLP.,
would have caused them to make reference thereto in their report on the
financial statements for such years. During fiscal year 2000 and interim periods
through April 30, 2002 there have been no reportable matters (as defined in
Regulation S-B Item 304(a)(1)(iv)) except for the following: On April 5 and 6,
2002, published newspaper articles described an investigation by the Attorney
General of the State of New York ("AG") into the business practices of Morris
and Shirley Diamond (officers and directors) and Suzanne Luxenberg (a
shareholder). Such article did not describe any specific illegal act; instead
the article merely reported the issuance of a subpoena by the AG and Morris
Diamond's attorney's response. One of the articles described a pending SEC
investigation into a merger transaction involving the Village Green Bookstore
that reiterates the detail of the AG investigation. The firm of Baier &
Williams, LLP advised the Company that in light of these articles, the scope of
the audit for fiscal year 2001 would have to be expanded to include the
following:
1. Consult with the Company's legal counsel about the application of relevant
laws and regulations to the circumstances and the possible effects on the
financial statements; and
2. Apply such additional procedures as may be deemed
appropriate, if necessary, to obtain further understanding of the nature of the
alleged acts.
The firm of Baier & Williams, LLP also advised the Company that
1. In the course of the audit of fiscal year 2001, they would be compelled to
conduct an investigation into these matters, and their work, and any
consultation with our legal counsel, would likely not be protected by
attorney-client privilege; and
2. Were the firm of Baier & Williams, LLP. to go
forward with an audit of the financial statements for fiscal year 2001, it is
likely there would be the necessity to describe the circumstances in
considerable detail in a footnote to the financial statements and to include a
paragraph in their audit report referencing the matter.
The Company has requested that Baier & Williams, LLP. furnish it with a letter
addressed to the U. S. Securities and Exchange Commission (the "SEC") stating
whether it agrees with the above statements. A copy of such letter, dated July
3, 2002, is filed as Exhibit 16.1 to this Form 8-K.
The Company, pursuant to the instruction and review of its Board of Directors,
has interviewed and has been in discussions with other accounting firms with
respect to becoming its new independent accountants. Upon selection of a new
accounting firm by the Company's Board of Directors, the Company will promptly
file the requisite information under Item 4 of Form 8-K disclosing the
engagement of new independent accountants.
ITEM 7. EXHIBITS
16.1 Letter from Baier & Williams, LLP. to the SEC, dated
July 3, 2002.
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.
Dated: July 3, 2002
EZEE Rider Corp.
By: _/s/ Morris Diamond______
Morris Diamond
President (Principal
Financial and
Accounting Officer)
Exhibit 16.1 ------------
1169 Pittsford - Victor Road, Suite 125
Pittsford, New York 14534
(585) 385-0530
Baier & Williams, LLP.
Certified Public Accountants - Business and Financial Advisory Services
July 3, 2002
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
We have read Item 4 included in the Form 8-K dated July 3, 2002 of EZEE Rider,
Corp. filed with the Securities and Exchange Commission and are in agreement
with the statements contained therein.
Very truly yours,
/s/ Baier & Williams, LLP.
Baier & Williams, LLP.