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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES ACT OF 1934
April 7, 2000
(Date of report)
Commission File Number 0-19693
WHATSFORFREE TECHNOLOGIES, INC.
FORMERLY RANES INTERNATIONAL HOLDING, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada 87-0485320
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7430 East Butherus Drive, Suite #B, Scottsdale, Arizona 85260
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (480) 443-1111
NOT APPLICABLE
(Former Name of Former Address, if Changed Since Last Report)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
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304(a)(1)
Prior to March 31, 2000, the Registrant engaged as its principal accountant to
audit the Registrant's financial statements the firm of Timothy L. Steers, CPA,
LLC, of Portland, Oregon. On March 31, 2000, the Registrant's Board of
Director's approved Feldman Sherb Horowitz & Co., P.C. of 805 Third Avenue, 21st
Floor, New York, New York, as the Registrant's independent accountant. Feldman
Sherb Horowitz& Co. was retained for the purposes of performing an audit on the
Registrant's year-end financial statements and to perform reviews of interim
financial information disclosed in Forms 10-QSB (effective for fiscal quarters
ending on or after March 15, 2000).
304(a)(i)
The Registrant's former accountant, Timothy Steers, CPA, LLC did not resign and
did not decline to stand for reelection. The new management of the Registrant
has determined that a change of auditor is in the best interest of the company,
and therefore, the former accountant simply was replaced as of March 31, 2000.
This decision to change accountants was recommended and approved by the Board of
Directors.
304(a)(ii)
Reports prepared by the Registrant's principal accountant on the Registrant's
financial statements for the periods ending December 31, 1998 and December 31,
1999, in addition to the statement of operations, stockholders equity and
cashflow for the period ending December 31, 1998 and December 31, 1999, have not
contained an adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope, or accounting principles, except as
follows:
Timothy Steer's report dated March 17, 2000 on the Company's financial
statements for the year ended December 31, 1998 and December 31, 1999
contained the following paragraph:
"The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company is in the
development stage and has experienced negative cash flow from
operations since inception. Furthermore, the Company has not obtained
the financing required to fund its planned operations. These factors
raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to these matters are also
described in Note 8. The accompanying financial statements do not
include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amount and
classification of liabilities that might result should the Company be
unable to continue as a going concern."
304(a)(iv)
During fiscal year ended December 31, 1998 and December 31, 1999 and the
subsequent interim period to the date hereof, there were no disagreements
between the Company and Timothy Steers on any accounting principles or
practices, financial statement disclosures, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Timothy Steers,
would have caused it to make a reference to the subject matter of the
disagreements in connection with its reports.
Item 304(a) (2)
On April 4, 2000, the Registrant engaged Feldman Sherb Horowitz & Co., P.C. as
its principal accountant to audit the Company's financial statements for the
year ending December 31, 2000, and to review the 10-QSB filings. During the
Company's two most recent years and through March 31, 2000 the Company has not
consulted with Feldman Sherb Horowitz & Co. concerning 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 Company's financial
statements.
The Company has authorized Timothy Steers to respond fully to any inquires from
Feldman Sherb Horowitz & Co., P.C.
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ITEM NO. 7. EXHIBITS
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(16) Letter on change in certifying accountant.
Pursuant to Item 304(a) (3) of Regulation S-B, the Company has provided its
former accountant with a copy of this Form 8-K and has requested its former
accountant to furnish a letter addressed to the Commission stating whether it
agrees with the statements made by the Company and, if not, stating the respects
in which it does not agree. Due to the unavailability of the requested letter at
the time of this filing, the letter shall be filed in compliance with the
requirements of Item 304 (a) (3) upon receipt.
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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.
WHATSFORFREE TECHONOGIES, INC.
By: /s/ Jan J. Olivier
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April 7, 2000 Jan J. Olivier
Chief Executive Officer
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[Timothy Steers Letterhead]
4380 SW Macadam
Suite 200
Portland, Oregon 87201-6403
Tel - 503-274-6296
April 5, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by WhatsForFree Technologies, Inc., which we
understand will be filed with the Commission, pursuant to Item 4 of the Current
Report on Form 8-K dated April 7, 2000. We agree with the statements concerning
our firm in such Form 8-K. We have no basis to agree or disagree with other
statements of the registrant contained therein.
Very truly yours,
/s/ Timothy Steers, CPA, LLC
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