-----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, HR+HGdvk4yNTPHqCqAqg9kGm3SHg2EGgNC/cR4iKTfEjOiX55GT4UbT2sxLgOJNt ORysOTy8vDwTtPXkK6X5pA== 0001125282-00-000879.txt : 20001205 0001125282-00-000879.hdr.sgml : 20001205 ACCESSION NUMBER: 0001125282-00-000879 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001127 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SURGE COMPONENTS INC CENTRAL INDEX KEY: 0000747540 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 112602030 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14188 FILM NUMBER: 782763 BUSINESS ADDRESS: STREET 1: 1016 GRAND BLVD CITY: DEER PARK STATE: NY ZIP: 11729 BUSINESS PHONE: 5165951818 MAIL ADDRESS: STREET 1: SURGE COMPONENTS INC STREET 2: 1016 GRAND BLVD CITY: DEER PARK STATE: NY ZIP: 11729 8-K 1 0001.txt CURRENT REPORT 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): November 27, 2000 SURGE COMPONENTS, INC. (Exact name of registrant as specified in its charter) New York 0-14188 11-2602030 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 1016 Grand Boulevard Deer Park, New York 11729 (Address of principal executive offices) (Zip Code) (631) 595-1818 (Registrant's telephone number, including area code) Item 4. Changes in Registrant's Certifying Accountant. On November 27, 2000, we, Surge Components, Inc., replaced Seligson & Giannattasio, LLP as the independent auditors of our financial statements. We have appointed Richard A. Eisner & Company, LLP as our new independent auditors and engaged Richard A. Eisner & Company, LLP as the principal accountant to audit our financial statements, commencing with our fiscal year ended November 30, 2000. The reports of Seligson & Giannattasio for the past two years did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. Further, we had no disagreements with Seligson & Giannattasio requiring disclosure pursuant to Item 304(a)(1)(iv) of Regulation S-B, nor were there any reportable events requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-B. In addition, during our two most recent fiscal years and through the date of termination, neither we nor anyone acting on our behalf consulted with Richard A. Eisner & Company, LLP on matters which would require disclosure pursuant to Item 304(a)(2) of Regulation S-B. We have requested Seligson & Giannattasio to furnish us with a letter, addressed to the Commission, stating whether it agrees with the above statements and Seligson & Giannattasio has done so. A copy of the Seligson & Giannattasio letter has been made an exhibit to this Form 8-K. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial statements of business acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. Listed below are all exhibits to this Current Report on Form 8-K. Exhibit Number Description - ------ ----------- 99.1 Letter of Surge Components, Inc, to Seligson & Giannattasio, LLP, dated November 29, 2000, forwarded in accordance with Item 304(a)(3) of Regulation S-B. 99.2 Letter from Seligson & Giannattasio, LLP, dated November 30, 2000, as received by Surge Components, Inc. 2 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: December 1, 2000 Surge Components, Inc. By: /s/ Ira Levy --------------------------------- Ira Levy, President 3 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 Letter of Surge Components, Inc, to Seligson & Giannattasio, LLP, dated November 29, 2000, forwarded in accordance with Item 304(a)(3) of Regulation S-K. 99.2 Letter from Seligson & Giannattasio, LLP, dated November 30, 2000, as received by Surge Components, Inc. 4 EX-99.1 2 0002.txt LETTER OF SURGE COMPONENTS, INC, TO SELIGSON & GIANNATTASIO, LLP Exhibit 99.1 Surge Components, Inc. 1016 Grand Boulevard Deer Park, New York 11729 (631) 595-1818 November 29, 2000 VIA FEDERAL EXPRESS Seligson & Giannattasio, LLP 901 North Broadway North White Plains, New York 10603 Gentlemen: Enclosed is a copy of the Current Report on Form 8-K (Date of Report: November 27, 2000) of Surge Components, Inc. which we intend to file with the Securities and Exchange Commission no later than December 4, 2000. The Form 8-K includes, among other things, disclosure of the fact that we have determined to replace Seligson & Giannattasio, LLP as the independent accountants to audit our financial statements. This letter is being furnished to you pursuant to the requirements of Item 304(a)(3) of Regulation S-B. We request that you furnish to us a letter, addressed to the Commission, stating whether you agree with the statements made by us in the Form 8-K in response to Item 304(a) and, if not, state the respects to which you do not agree. Very truly yours, Surge Components, Inc. By: /s/ Ira Levy -------------------------------- Ira Levy, President 5 EX-99.2 3 0003.txt LETTER FROM SELIGSON & GIANNATTASIO, LLP Exhibit 99.2 Seligson & Giannattasio, LLP 901 North Broadway North White Plains, New York 10603 (914) 428-5560 November 30, 2000 Securities and Exchange Commission 450 Fifth Street, N W Washington, DC 20549 Dear Sirs/Madams: We have reviewed the Current Report on Form 8-K (Date of Report: November 27, 2000) of Surge Components, Inc. and are in agreement with the statements contained in the first sentence of the first paragraph, the first two sentences of the second paragraph and the entire third paragraph of the Item 4 disclosure contained in such Form 8-K. We have no basis to agree or disagree with other statements of Surge contained in such Form 8-K. Very truly yours, Seligson & Giannattasio, LLP By: /s/ Donald Giannattasio -------------------------------- Donald Giannattasio, Partner 6 -----END PRIVACY-ENHANCED MESSAGE-----