U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported): OCTOBER 18, 2001
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KOALA INTERNATIONAL WIRELESS INC.
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(Exact name of registrant as specified in its charter)
NEVADA 0-32479 76-0616468
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(State or other (Commission (IRS employer
Jurisdiction file number) Identification
of incorporation) Number)
141 757 WEST HASTINGS STREET, SUITE 676
VANCOUVER, BRITISH COLUMBIA, CANADA V6C 1A1
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(Address of principal executive offices) (Zip Code)
Copies to:
Michael Johnston
366 Bay Street, Suite 800, Toronto, Ontario, Canada M5H 4B2
Registrants telephone number, including area code:(604)-681-7806
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ITEM 4. CHANGES IN REGISTRANTS CERTIFYING ACCCOUNTANT
Since inception, August 18, 1999, the Company's principal accountant has been
Manning Elliott, Chartered Accountants, of Vancouver, British Columbia, Canada.
Effective October 29, 2001, the Board of Directors of the Company approved the
change of accountants. On October 29, 2001, management of the Company dismissed
Manning Elliott and engaged Pannell Kerr Forster, Chartered Accountants, of
New York, New York, as its independent public accountants to audit its
financial statements.
The Company believes, and has been advised by Manning Elliott that it concurs
with such belief, that, for the fiscal years ended December 31, 2000 and the
period from inception to December 31,1999, and in the subsequent periods through
the date of dismissal, the Company and Manning Elliott did not have any
disagreement on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of Manning Elliott would have caused it to make
reference in connection with its report on the Company's financial statements to
the subject matter of the disagreement. The report of Manning Elliott on the
Company's financial statements for the fiscal years ended December 31, 2000 and
the period from inception to December 31, 1999, did not contain an adverse
opinion or a disclaimer of opinion, but did contain a qualification that the
financial statements were prepared under the assumption that the Company will
continue as a going concern.
Prior to engaging the new accountants, Pannell Kerr Forster, the Company, or
someone on its behalf, did not consult with the new accountants 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
Company's financial statements, and no written or oral advice was provided by
the new accountants that was an important factor considered by the Company in
reaching a decision a to an accounting, auditing or financial reporting issue.
The Company has requested that Manning Elliott furnish a letter addressed to the
U.S. Securities and Exchange Commission stating whether Manning Elliott agrees
with the above statements, which letter accompanies this Form 8-K as an exhibit.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
EXHIBITS
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2* Agreement and Plan of Exchange By and Between Kettle
River Group Inc. and Urbanesq.com, Inc. dated
October 18, 2001
16* Letter from Manning Elliott indicating agreement
with statements in Item 4 of this filing
16.1 Letter from Manning Elliott indicating agreement
with statements in Item 4 of this filing dated
June 12, 2002
99* News Release - Kettle River Group Inc. announces
acquisition of Urbanesq.com Inc
*Previously filed on Form 8-K on November 2, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KOALA INTERNATIONAL WIRELESS INC. (FORMERLY KETTLE RIVER GROUP INC.)
June 18, 2002 By: /s/ Michael Johnston
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(Date) Name: Michael Johnston
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Its: President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2* Agreement and Plan of Exchange By and Between Kettle
River Group Inc. and Urbanesq.com, Inc. dated
October 18, 2001
16* Letter from Manning Elliott indicating agreement
with statements in Item 4 of this filing
16.1 Letter from Manning Elliott indicating agreement
with statements in Item 4 of this filing dated
June 12, 2002
99* News Release - Kettle River Group Inc. announces
acquisition of Urbanesq.com Inc
*Previously filed on Form 8-K on November 2, 2001.