SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 12, 2003
SURF GROUP INC.
(Exact name of registrant as specified in its charter)
New York 11-3579554
(State or other 000-33513 (IRS Employer
jurisdiction of (Commission Identification
incorporation) File Number) Number)
One Riverfront Plaza, Newark, NJ 07102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 643-7000
57 Main Street, East Hampton, New York, 11937
(Former name or address, if changed since last report)
Item 4 - Changes in Registrant's Certifying Accountant
On February 12, 2003, in order to replace Stewart H. Benjamin CPA P.C. the
Company engaged Weaver & Tidwell as the Company's independent auditor and
principal accountant to audit the Company's financial statements. The Company
had not previously consulted Weaver & Tidwell regarding either the application
of accounting principles or any other reportable matter.
Stewart H. Benjamin CPA P.C. of 27 Shelter Hill Road, Plainview, New York 11803
had been the Company's accountant since its inception. The Company and
accountant had not had any changes or disagreements with the accounting
procedures and did not anticipate any changes. Our financial statements for the
fiscal years ended October 31, 2001 and 2002 were audited by Stewart H. Benjamin
CPA P.C., whose report on such financial statements did not include any adverse
opinion, or disclaimer of opinion, nor was the report qualified or modified as
to audit scope or accounting principles. There were no disagreements with
Stewart H. Benjamin CPA P.C. on any matter of accounting principles or
practices, financial statement disclosures, or auditing scope or procedures in
connection with the audit for the fiscal year ended October 31, 2001 and 2002 or
any financial statements to be filed for subsequent interim periods preceding
dismissal.
However, on February 12, 2003, our board of directors dismissed Stewart H.
Benjamin CPA P.C. as our principal independent public account and selected
Weaver & Tidwell of Fort Worth, Texas to serve as our independent public
accountant for the interim period November 1, 2002 to December 31, 2002 and for
the fiscal year ending December 31, 2003. At no time since its engagement has
Weaver & Tidwell had any direct or indirect financial interest in or any
connection with us or any of our subsidiaries other than as independent
accountant. Weaver & Tidwell is associated with BKR Haines Watts Manchester of
Manchester, England, the accountants for the Company's English subsidiaries.
The decision to change independent auditors was unanimously approved by the
Board of Directors of the Company in order to obtain accounting services closer
to the Company's intended initial operations in Texas. Stewart H. Benjamin CPA
P.C. will continue to report on the Company's former clothing business
operations which were discontinued by the Company on December 18, 2002.
Attached to this Current Report on Form 8-K is a letter from Stewart H. Benjamin
CPA P.C. addressed to the Securities and Exchange Commission stating that
Stewart H. Benjamin CPA P.C. agrees with the foregoing statement.
Item 5. Other Events.
As previously reported in its definitive Schedule 14C Information Statement, the
Company changed its name from Surf Group, Inc. to tds (Telemedicine) Inc. to be
effective February 13, 2003. The Company's CUSIP number has changed to 87237Q 10
4 and its former trading symbol "SRFG" has been changed to "TDST" as a result of
the name change effective as of February 14, 2003.
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Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
The following Exhibits are filed as part of this report:
16- Accountant Concurrence Letter regarding change in independent
public accountants dated February 12, 2003.
99.1 Press Release dated February 13, 2003.
Item 8. Change in Fiscal Year.
The Company has been advised that as a result of the change of control of the
Company arising from the merger between tds (Telemdicine) Inc. which has a
fiscal year end of December 31 and Surf Group Inc. which has a fiscal year end
of October 31, that for accounting purposes the fiscal year end of the Company
has been changed from that of October 31st to that of December 31st. The
financial statements for the transition period from November 1, 2002 to December
31, 2002 is expected to be filed by the Company on Form 10KSB.
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.
SURF GROUP INC.
By: /s/ Roger Albert Coomber
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Name: Roger Albert Coomber
Title: Chief Executive Officer
Dated February 13, 2003
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EXHIBIT INDEX
Exhibit No. Exhibit
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16 Accountant's Confirmatory Letter
99.1 Press Release dated February 13, 2003.
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