UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
OCTOBER 28, 2004
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SUNNINGDALE, INC.
(Exact name of registrant as specified in charter)
DELAWARE
(State or other Jurisdiction of Incorporation or Organization)
1-9431 94-3012230
(Commission File Number) (IRS Employer Identification No.)
BILLHURST STUDIO
LINGFIELD COMMON ROAD
LINGFIELD SURREY RH7 6B7
UK
(Address of Principal Executive Offices and zip code)
441-342-833855
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Information included in this Form 8-K may contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act") and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). This information may involve known and
unknown risks, uncertainties and other factors which may cause the Company's
actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by any
forward-looking statements. Forward-looking statements, which involve
assumptions and describe the Company's future plans, strategies and
expectations, are generally identifiable by use of the words "may," "will,"
"should," "expect," "anticipate," "estimate," "believe," "intend" or "project"
or the negative of these words or other variations on these words or comparable
terminology. These forward-looking statements are based on assumptions that may
be incorrect, and there can be no assurance that any projections included in
these forward-looking statements will come to pass. The Company's actual results
could differ materially from those expressed or implied by the forward-looking
statements as a result of various factors. Except as required by applicable
laws, the Company undertakes no obligation to update publicly any
forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(A) On October 28, 2004, Sunningdale, Inc. (the "Company") ended the
engagement of Hein & Associates, LLP as its independent certified public
accountants. The decision was approved by the Board of Directors of the Company.
The report of Hein & Associates LLP on the Company's financial statements
for the fiscal years ended September 30, 2003 and 2002 did not contain an
adverse opinion or disclaimer of opinion. However, the report was modified due
to an uncertainty about the Company's ability to continue as a going concern.
During the Company's fiscal years ended September 30, 2003 and 2002 and the
subsequent interim period preceding the termination, there were no disagreements
with Hein & Associates LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Hein & Associates LLP,
would have caused Hein & Associates LLP to make reference to the subject matter
of the disagreements in connection with its report on the financial statements
for such years or subsequent interim periods..
The Company requested that Hein furnish it with a letter addressed to the
Securities and Exchange Commission ("SEC") stating whether or not it agrees with
the Company's statements in this Item 4.01(a). A copy of the letter furnished by
Hein in response to that request, dated October 28, 2002, is filed as Exhibit
16.1 to this Form 8-K.
(B) On October 28, 2004, Moore Stephens, P.C. ("MS") was engaged as the
Company's new independent certified accountants. During the two most recent
fiscal years and the interim period preceding the engagement of MS, the Company
has not consulted with MS regarding either: (i) 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;
or (ii) any matter that was either the subject of a disagreement or event
identified in paragraph (a)(1)(iv) of Item 304 of Regulation S-B.
1
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired. None.
(b) Pro forma financial information. None
(c) Exhibits.
Exhibit Number Description
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16.1 Letter from Hein & Associates, LLP dated October 28,2004
regarding change in certifying accountant.
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.
SUNNINGDALE, INC.
(Registrant)
Date: October 29, 2004 By:/s/ Nicholas A. Shrager
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Nicholas A. Shrager, President and
Secretary
EXHIBIT INDEX
Exhibit Number Description
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16.1 Letter from Hein & Associates, LLP dated October 28,2004
regarding change in certifying accountant.