UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment 1 to
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): May 1, 2000
POWER KIOSKS, INC.
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(Exact name of registrant as specified in its charter)
Florida 000-27769 65-0522144
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
181 Whitehall Drive
Markham, Ontario, Canada L3R 9T1
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (905) 948-9600
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N/A
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(Former name or former address, if changes since last report)
Copy of Communications to:
Mintmire & Associates
265 Sunrise Avenue
Suite 204
Palm Beach, FL 33480
(561) 832-5696
<PAGE>
This Form 8-K/A amdends the Form 8-K filed on March 9, 2000 by Power
Kiosks, Inc., a Florida corporation. The purpose of this amendment to Form 8-K
is to change the Registrant's Certifying Accountant and Fiscal Year in
connection with the Share Exchang transaction which took place on February 23,
2000.
Item 4 (a). Changes in Registrant's Certifying Accountant
On May 1, 2000 the Company notified its accountants, Dorra Shaw & Dugan
that they were being dismissed as the Company's independent auditors. The stated
reasons were that pursuant to the share exchange agreement entered into on
February 23, 2000, the Company would be utilizing the auditors of the subsidiary
as the auditor of the consolidated entity. The Company's Board of Directors made
the decision to change accountants.
Audited statements prepared by Dorra Shaw & Dugan contained a going
concern qualification but such financial statements did not contain any
adjustment for uncertainties stated therein. The Company has had no
disagreements with Dorra Shaw & Dugan on any matter of accounting principle or
practice, financial statement disclosure or auditing scope or procedure.
On May 1, 2000 the Company provided Dorra Shaw & Dugan with a copy of
this disclosure and requested that it furnish a letter to the Company, addressed
to the SEC, stating that it agreed with the statements made herein or the
reasons why it disagreed. On May 1, 2000, the Company received a letter from
Dorra Shaw & Dugan that it agreed with the statements contained herein.
Item 4(b). Changes in Registrant's Certifying Accountant.
On May 1, 2000, the Company engaged the firm of KPMG, LLP, Yonge
Corporate Centre, 4120 Yonge Street, Suite 500, North York, Ontario, Canada M2P
2B8 as the Company's independent auditors. Such appointment was accepted by
Patrick A. Ryan, a Practice Leader of the Company. Prior to such engagement, the
Company had not consulted KPMG, LLP on any prior matters, including any matters
relative to the application of accounting principles or any subject of
disagreement with Dorra Shaw & Dugan.
Item 8. Change In Fiscal Year.
On May 1, 2000 the Company's Board of Directors changed the fiscal year
end of the Company to that of its subsidiary, July 31. This action will create
no "gap" in accounting disclosure to the SEC nor to the public as a result of
the Company's filing of a Form 8K-A, to be filed by May 8, 2000 containing
consolidated financial statements reflecting the acquisition and reorganization.
When the Company files consolidated statements through February 29,
2000 in connection with the second amended 8K, the financial information
provided to the Securities and Exchange Commission and to the public will be as
current as if the Company had not changed its fiscal year end and had filed its
second quarter report on Form 10QSB by mid April containing statements through
February 29, 2000 and more current than if the Company had changed its fiscal
year end and had filed its second quarter report on Form 10QSB by mid March
containing financial information through the end of January. Its next report due
will be in mid June, with financial reporting through the end of April.
A copy of the Board Resolution authorizing the change of fiscal year is
filed herewith as Exhibits 99.1 and is incorporated herein by reference.
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<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 16.1 * Letter on change of certifying accountant pursuant to
Regulation SK Section 304(a)(3) [1]
16.2 * Letter dated May 1, 2000 from Dorra Shaw & Dugan
99.1 * Board Resolution dated May 1, 2000 authorizing change in
fiscal year of the Company to July 31.
(* Filed Herewith)
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<PAGE>
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 duly authorized.
POWER KIOSKS, INC.
(Registrant)
Date: May 1, 2000 By: /s/ Terry Cooke
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Terry Cooke
President and Chairman
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EXHIBIT 16.1
POWER KIOSKS, INC.
181 Whitehall Drive
Markham, Ontario, Canada L3R 9T1
May 1, 2000
Dorra Shaw & Dugan
270 South County Road
Palm Beach, FL 33480
Re: Letter on change of certifying accountant pursuant to Regulation SK,
Section 304(a)(3)
To Whom It May Concern:
We have received a resolution passed by the Board of Directors on May
1, 2000, stating that pursuant to the share exchange agreement entered into on
February 23, 2000, the Company would be utilizing the auditors of the subsidiary
as the auditor of the consolidated entity.
Enclosed is a copy of the Form 8K which will be filed this day with the
SEC. Pursuant to Regulation SK, Section 304(a)(3) we herewith request that your
firm furnish us with a letter, addressed to the SEC, stating whether your firm
agrees with the statements made in the disclosure set out as Item 4(a) in the
Form 8K and, if not, stating the respects in which your firm does not agree.
Please provide this letter as promptly as possible so that we can file
the letter with the SEC within ten (10) business days from today.
Your firm may provide us with an interim letter highlighting specific
areas of concern and indicating a subsequent, more detailed letter will be
forthcoming within the ten (10) business days noted above.
We look forward to your timely response to this request.
Very truly yours,
/s/ Terry Cooke
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Terry Cooke, President
EXHIBIT 16.2
DORRA SHAW & DUGAN
Certified Public Accountants
May 1, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Power Kiosks, Inc.
Ladies and Gentlemen:
We have read Item 4(a) of the Form 8-K dated May 1, 2000 of Power Kiosks, Inc.
and are in agreement with the statements contained therein.
Very truly yours,
/s/ Ariel J. Dorra
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Ariel J. Dorra
Dorra Shaw & Dugan
Certified Public Accountants
270 South County Road*Palm Beach, FL 33480
Telephone (561) 822-9955*Fax (561) 832-7580
Website: dsd-cpa.com
EXHIBIT 99.1
RESOLUTION OF THE BOARD OF DIRECTORS OF
POWER KIOSKS, INC.
a Florida Corporation
DATE: May 1, 2000
MANNER: MEETING
REASON: To approve and ratify a new fiscal year end of July 31, effective
immediately.
ACTION: Motion by Terry Cooke, President of the Company and seconded by
Allan Turowetz, the Vice-President of the Company to approve and
ratify a new fiscal year end of July 31, effective immediately.
That the Company will take all steps necessary in furtherance of the
enactment of the preceding provisions.
This is to certify that the undersigned are duly authorized
representatives of the Board of Directors of Clements Golden Phoenix
Enterprises, Inc., a Florida corporation and that the foregoing Resolution was
duly adopted on this 1st day of May, 2000.
/s/ Terry Cooke
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Terry Cooke, President
