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): December 13, 2005
SAFETEK INTERNATIONAL, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 33-22175 75-2226896
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
23 Aminadav Street
Tel Aviv, Israel, 67898
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(Address of principal executive offices)
972-3-561-3465
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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))
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Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01. Changes in Registrant's Certifying Accountant.
On December 13, 2005, Safetek International, Inc. (the "Registrant") dismissed
PricewaterhouseCoopers Israel (the "Former Accountant") as the Registrant's
principal independent accountants. The Former Accountant was dismissed as a
result of the unanticipated, increased cost and delay of maintaining the Former
Accountant as the Registrant's accountants.
On December 14, 2005, the Registrant retained Sherb & Co. (the "New Accountant")
as its principal independent accountants. The decision to change accountants was
recommended and approved by the Registrant's Board of Directors. The New
Accountant had been the principal independent accountant of the Registrant from
November 8, 2004 through September 13, 2005.
The Former Accountant
The Former Accountant was the independent registered public accounting firm for
the Registrant commencing with the review for the quarter ending September 30,
2005 and ending with their dismissal on December 13, 2005. The Former Accountant
did not issue any reports on any financial statements of the Registrant.
As the Registrant disclosed in its notification of its late filing for the Form
10-QSB for the quarter ending September 30, 2005 that the Registrant filed on
November 15, 2005, the Former Accountant determined that it was necessary for
the Registrant to restate its financial statements for the annual fiscal periods
ended December 31, 2004, 2003 and 2002 regarding the accounting treatment of the
convertible debentures (the "Debentures") that the Registrant issued in the
years 2001 and 2002. The Former Accountant also determined that it was necessary
for the Registrant to restate its financial statements for the semi-annual
fiscal period ended June 30, 2005. The Registrant believes that such preliminary
determination by the Former Accountant was based on the information and belief
in its possession at such time. The Registrant agreed with the Former Accountant
that if the accounting treatment of the Debentures was not in accordance with
generally accepted accounting principals and that if such treatment would have a
material effect on the financial statements, the financial statements would need
to be restated.
To date, the Former Accountant has still not reached its conclusion as to
whether the accounting treatment of the Debentures was in accordance with
generally accepted accounting principals, or whether the previous financial
statements should no longer be relied upon because of an error contained
therein. The Registrant presented the Former Accountant with all information and
documentation requested by the Former Accountant which were in the possession of
the Registrant or which the Registrant was able to obtain. It was not until the
meeting of the Board of Directors of the Registrant on Tuesday, December 13,
2005 that the Registrant ceased providing such information and documentation to
the Former Accountant.
At this time, the Registrant does not know whether the New Accountant will
determine that the previous financial statements of the Registrant need to be
restated; if such determination is reached, the Registrant will agree to such
restatement.
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As a result of the unanticipated increased cost and delay of maintaining the
Former Accountant as the Registrant's independent accountants, the Board of
Directors of the Registrant determined to terminate the Former Accountant as the
principal independent accountants of the Registrant.
From September 27, 2005 (the date the Former Accountant was engaged as the
accountants for the Registrant)) through December 13, 2005 (the date the Former
Accountant was terminated), there were no disagreements with the Former
Accountant on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of the Former Accountant, would have caused it
to make reference to the subject matter of the disagreements in connection with
its reports. There were no reportable events as set forth in Item
304(a)(1)(iv)(B) of Regulation S-B which occurred within the Registrant's two
most recent fiscal years or through December 13, 2005, other than the initial
determination of the Former Accountant that the previous financial statements of
the Registrant need to be restated. Notwithstanding such initial determination,
said issue has not yet been resolved by the Former Accountant since the Former
Accountant did not provide the Registrant with an initial draft of the restated
financial statements (even for the quarter ending September 30, 2005). Therefore
the Registrant can not determine if the treatment accorded to the Debentures
would result in a material change to the financial statements which would
necessitate restating the Registrant's previous financial statements.
The Registrant has authorized the Former Accountant to respond fully to the
inquiries of the New Accountant concerning the treatment of the Debentures.
The Registrant has provided the Former Accountant with a copy of this disclosure
and has requested that the Former Accountant furnish it with a letter addressed
to the U.S. Securities and Exchange Commission ("SEC") stating whether it agrees
with the above statements, and if not, stating the respects in which it does not
agree. A copy of such response received by the Registrant to that request will
be filed as an amendment to this Form 8-K no later than two business days after
it is received from the Former Accountant.
The New Accountant
Commencing November 8, 2004, the date that the New Accountant was retained as
the principal independent accountants of the Registrant, through September 13,
2005, the date that the New Accountant was dismissed as the Registrant's
accountant, the Registrant consulted with the New Accountant. Prior to November
8, 2004 and during the period from September 13, 2005 through December 13, 2005:
(1) The Registrant did not consult the New Accountant regarding either
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
Registrant's financial statements;
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(2) Neither a written report nor oral advice was provided to the
Registrant by the New Accountant that they concluded was an important factor
considered by the Registrant in reaching a decision as to the accounting,
auditing or financial reporting issue; and
(3) The Registrant did not consult the New Accountant regarding any
matter that was either the subject of a "disagreement" (as defined in Item
304(a)(1)(iv) of Regulation S-B and the related instructions) or any of the
reportable events set forth in Item 304(a)(1)(iv)(B) of Regulation S-B.
The New Accountant has been provided with a copy of this Current Report and has
been provided with the opportunity to furnish the Registrant with a letter
addressed to the Securities and Exchange Commission containing any new
information, clarification of the Registrant's views or the respects in which
the New Accountant does not agree with the statements of the Registrant
contained herein.
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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.
SAFETEK INTERNATIONAL, INC.
(Registrant)
By: /s/ Amnon Presler
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Name: Amnon Presler
Title: Chief Executive Officer
Date: December 16, 2005
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