-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BD8VroFtYsTlPOfjU/xEYFMPAgPSyAL73ccMop6G8PKncfuPGOy4NRDW77q6DLMG 1g3+kGMBcU/ynJ8ES+0lxw== 0001019056-02-000726.txt : 20021025 0001019056-02-000726.hdr.sgml : 20021025 20021025172249 ACCESSION NUMBER: 0001019056-02-000726 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021023 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DONINI INC CENTRAL INDEX KEY: 0001129900 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 223768426 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32133 FILM NUMBER: 02799072 BUSINESS ADDRESS: STREET 1: 4555 BOUL DES GRANDES PRAIRIES #30 STREET 2: ST LEONARD CITY: MONTREAL QUE ZIP: H1R 1A5 BUSINESS PHONE: 9732264600 MAIL ADDRESS: STREET 1: 425 EAGLE ROCK AVENUE STREET 2: SUITE 200 CITY: ROSELAND STATE: NJ ZIP: 07068 FORMER COMPANY: FORMER CONFORMED NAME: PRS SUB VI INC DATE OF NAME CHANGE: 20001213 8-K 1 donini_8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ================================================================================ FORM 8K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ================================================================================ DATE OF REPORT: OCTOBER 23, 2002 DONINI, INC. (Exact name of Registrant as specified in its Charter) NEW JERSEY (State or Other Jurisdiction of Incorporation) 0-32133 (Commission File Number) 22-3768426 (IRS Employer Identification Number) 4555 boul, des Grandes Prairies, #30 St. Leonard, MONTREAL, QUEBEC H1R 1A5 (Address of Principal Executive offices) (Zip Code) (514) 327-6006 Registrant's Telephone Number, including Area Code ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On October 11, 2002, the Registrant appointed Samuel Klein & Co. as its new Auditors. Samuel Klein & Co. had been the Auditors for the Company prior to March 30, 2001 and due to the Registrant's non-payment of fees due KPMG, KPMG resigned and agreed to convert the Registrant's obligation to it of $270,000 (U.S.) into 270,000 shares of common stock of Registrant. There were no disagreements with the prior Auditor, KPMG LLP, regarding accounting principles. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit 99.1 Letter of KPMG, LLP confirming its resignation as certifying accountants for Donini, Inc. dated October 10, 2002. Exhibit 99.2 Letter of engagement from Samuel Klein and Company, the accounting firm replacing KPMG as certifying accountants to Donini, Inc., dated October 8, 2002. 2 Signatures Pursuant to the requirements of the Securities Act of 1934, as amended,the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DONINI, INC. October 24, 2002 By: /s/ PETER DEROS ------------------------------------- Peter Deros President and Chief Executive Officer 3 EX-99 3 ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 ------------ KPMG KPMG LLP Chartered Accountants 2000McGin College Avenue Telephone (514) 840-2100 Suite 1500 Telefax (514) 840-2187 Montreal Quebec H2A 2H8 www.kpmg.com PRIVATE AND CONFIDENTIAL - ------------------------ October 10, 2002 Mr. Peter Deros President Pizza Donini Inc. 4555 boul des Grandes Prairies, #30 St-Leonard, QC H1R1A5 Dear Peter: As discussed, this is to confirm our resignation as auditors of the company effective immediately. Yours very truly, /s/ KPMG LLP Chartered Accountants Montreal, Canada 4 EX-99 4 ex99_2.txt EXHIBIT 99.2 Exhibit 99.2 ------------ SAMUEL KLEIN AND COMPANY CERTIFIED PUBLIC ACCOUNTANTS 850 BROAD STREET 36 WEST MAIN STREET NEWARK, N.J. 07102-4517 FREEHOLD, N.J. 07728-2291 PHONE (973) 624-8100 PHONE (732) 780-2600 FAX (973) 624-8101 FAX (732) 780-1030 October 8, 2002 Peter Deros, President Donini, Inc. 4555, Des Grandes Prairies #30 St. Leonard, Quebec H1R 1A5 Canada Dear Mr. Deros: In accordance with the understanding reached with you, we are to perform an audit of the consolidated balance sheets of Donini Inc. as of May 31, 2002 and of the related statements of income, stockholders equity and cash flows for the year then ended. The audit report will be issued to you and the Board of Directors. We will audit the Company's financial statements for the purpose of expressing an opinion about whether the financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles. The proper recording of transactions, safeguarding of assets, and the financial statements are the responsibility of the Company's management. We will conduct our audits in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence which supports the amounts and disclosures in the financial statements. It also includes assessing the accounting principles used and estimates made by management, as well as evaluating the overall financial statement presentation. If for any reason, we are unable to express an unqualified opinion on the financial statements, we will discuss the alternatives with you in order to arrive at an acceptable solution. Our procedures will include tests (by statistical sampling, if feasible) of documentary evidence supporting the transactions recorded in the accounts, test of physical existence of inventories, and direct confirmation of receivables and certain other assets and liabilities by correspondence with selected customers, creditors, legal counsel and banks. At the conclusion of our audit, we will request certain written representation from you about the financial statements and matters related thereto. An audit is designed to provide reasonable assurance of detecting errors and irregularities that are material to the financial statements. However, because of the concept of reasonable assurance and because we will not perform a detailed examination of all transactions, there is a risk that material errors and irregularities, including fraud and defalcations, may exist and not be detected. We will inform you, however, of any matters of that nature that come to our attention unless they are clearly inconsequential. 5 This responsibility includes establishing and the maintenance of the adequate records and related internal control, the selection and application of accounting principles, and the safeguarding of assets. Management is also responsible for identifying and ensuring that the entity complies with applicable laws and regulations. Assistance to be supplied by your personnel, including the preparation of schedules and analyses of accounts, will be described in a separate letter. Timely completion of this work will facilitate the completion of the audit. Our audit will include an evaluation of the Company's internal control. The purpose of the evaluation of the internal control is to determine the scope of our audit engagement and is not performed to detect all errors in the processing of information. On the basis of our evaluation of the internal control, we will make suggestions, where appropriate, for improving the system. If we should discover reportable conditions, that is, significant deficiencies in the design or operation of the Company's internal control, we will disclose these to you upon the conclusion of the audit. We will assemble and audit the financial statements required for Form 10-K and for the annual report to stockholders. Both must be submitted to us for approval before publication, If you intend to publish or otherwise reproduce the financial statements and make reference to our firm, you agree to provide us with a copy of the final reproduced material for our approval before it is distributed. We will base our fees on the amount of time required at the different levels of responsibility, plus other out-of-pocket costs. Our fee for these services is expected to be in the range of $20,000 to $25,000 for the audit. Should we encounter significant problems during the audit, we will inform you and the audit committee immediately to discuss what actions are required. If this letter correctly expresses your understanding, please sign the enclosed copy and return it to us at your earliest convenience. If you have further questions concerning the engagement, including any of the detailed contents of this letter, or questions about additional services we might provide, do not hesitate to call me. Very truly yours, SAMUEL KLEIN AND COMPANY /s/ LOUIS E. LETTIERI CPA -------------------------- LOUIS E. LETTIERI, PARTNER Acceptance: The terms of this letter constitute our contract. I have read it and fully understand its terms and provisions. Accepted by: - ------------------------ -------------------------- Peter Deros, President Date 6 -----END PRIVACY-ENHANCED MESSAGE-----