<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
July 16, 1999
-------------
Date of Report
(Date of Earliest Event Reported)
RENU-U INTERNATIONAL, INC.
--------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 01-07301 75-1329265
------ ------- ----------
(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
4051 East La Palma Avenue, Suite C
Anaheim, California 92807
------------------------------------
(Address of Principal Executive Offices)
(714) 666-2020
--------------
Registrant's Telephone Number
3809 South West Temple, Suite 1B
Salt Lake City, Utah 84115
--------------------------
(Former Name and Address of Principal Executive Offices)
<PAGE>
Item 1. Changes in Control of Registrant.
None; not applicable.
Item 2. Acquisition or Disposition of Assets.
None; not applicable.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Crouch, Bierwolf & Chisholm, of Salt Lake City, Utah, audited the
financial statements of the Registrant for the calendar year ended December
31, 1997; these financial statements accompanied the Registrant's Annual
Report on Form 10-KSB for the calendar year ended December 31, 1997, which was
previously filed with the Securities and Exchange Commission, and which is
incorporated herein by reference.
Andersen, Andersen & Strong, of Salt Lake City, Utah, were engaged
on July 16, 1999, by the Board of Directors of the Registrant to audit the
financial statements of the Registrant for the calendar year ended December
31, 1999; and the financial statements of RGB Technology Group, Inc., a
Delaware corporation ("RGB"), which was acquired by the Registrant
pursuant to an Acquisition and Reorganization Agreement dated June 8, 1999
(the "Plan").
There were no disagreements between the Registrant and Crouch,
Bierwolf & Chisholm, whether resolved or not resolved, on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which, if not resolved, would have caused them to make
reference to the subject matter of the disagreement in connection with their
report.
The report of Crouch, Bierwolf & Chisholm did not contain any
adverse opinion or disclaimer of opinion, and with the exception of a standard
"going concern" qualification because of the lack of operating capital of the
Registrant on the date of the above-referenced Annual Report on Form 10-KSB,
was not qualified or modified as to uncertainty, audit scope or accounting
principles.
During the Registrant's three most recent fiscal years, and since
then, neither Crouch, Bierwolf & Chisholm, nor Andersen, Andersen & Strong has
advised the Registrant that any of the following exists or is applicable:
(1) That the internal controls necessary for the Registrant to
develop reliable financial statements do not exist, that
information has come to their attention that has lead them
to no longer be able to rely on management's
representations, or that has made them unwilling to be
associated with the financial statements prepared by
management;
(2) That the Registrant needs to expand significantly the scope
of its audit, or that information has come to their
attention that if further investigated may materially impact
the fairness or reliability of a previously issued audit
report or the underlying financial statements or any other
financial presentation, or cause them to be unwilling to
rely on management's representations or be associated with
the Registrant's financial statements for the foregoing
reasons or any other reason; or
(3) That they have advised the Registrant that information has
come to their attention that they have concluded materially
impacts the fairness or reliability of either a previously
issued audit report or the underlying financial statements
for the foregoing reasons or any other reason.
During the Registrant's three most recent fiscal years and since
then, the Registrant has not consulted Andersen, Andersen & Strong regarding
the application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Registrant's financial statements or any other financial presentation
whatsoever.
The Registrant has provided Crouch, Bierwolf & Chisholm with a copy
of the disclosure provided under this caption of this Report, and has advised
it to provide the Registrant with a letter addressed to the Securities and
Exchange Commission as to whether it agrees or disagrees with the disclosures
made herein. A copy of its response is attached hereto and incorporated
herein by this reference. See Item 7 of this Report.
Item 5. Other Events.
None; not applicable.
Item 6. Resignations of Registrant's Directors.
None; not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements
None; not applicable.
(b) Exhibits
13.1 Annual Report on Form 10-KSB for the calendar year ended
December 31, 1996*
13.2 Annual Report on Form 10-KSB for the calendar year ended
December 31, 1997*
16 Letter regarding change in certifying accountants
* Incorporated herein by reference.
Item 8. Change in Fiscal Year.
None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
RENU-U INTERNATIONAL, INC.
Date: July 20, 1999 By: /s/ Donald H. Hansen, O.D.
------------- --------------------------------------
Donald H. Hansen, O.D.
President and Director
Date: July 20, 1999 By: /s/ Julie Kim
------------- ---------------------------------------
Julie Kim
Secretary/Treasurer and Director
[Letterhead of Crouch, Bierwolf & Chisholm]
July 27, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Renu-U International, Inc. a Delaware corporation (the
"Company")
Ladies and Gentlemen:
We were previously the independent accountants for the Company. We
reported on the financial statements of the Company for the calendar year
ended December 31, 1997. On July 16, 1999, we were replaced as the
independent accountants of the Company following a reorganization with RGB
Technology Group, Inc., a Delaware corporation.
We have read the Company's statements included under Item 4 of its
Current Report on Form 8-K dated July 16, 1999, and have no disagreements with
the disclosure made therein.
Very truly yours,
/s/ Crouch, Bierwolf & Chisholm
Crouch, Bierwolf & Chisholm
