-----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, FUvrZHN565RJjb6NzCjetjlfz5H0hw4jfz8D9pw2JvqN2gX6NQ7t+GJTRrqtK1ia eeB6uYFz7uneEOu+VJLphg== 0001116502-02-000468.txt : 20020416 0001116502-02-000468.hdr.sgml : 20020416 ACCESSION NUMBER: 0001116502-02-000468 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020313 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRAVLANG INC CENTRAL INDEX KEY: 0000742686 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 133174562 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14026 FILM NUMBER: 02608351 BUSINESS ADDRESS: STREET 1: 7000 W PALMETTO PARK RD STREET 2: SUITE 501 CITY: BOCA RATON STATE: FL ZIP: 33433 BUSINESS PHONE: 5616209202 MAIL ADDRESS: STREET 1: 7000 W PALMETTO PARK RD STREET 2: SUITE 501 CITY: BOCA RATON STATE: FL ZIP: 33433 FORMER COMPANY: FORMER CONFORMED NAME: II GROUP INC DATE OF NAME CHANGE: 20000124 FORMER COMPANY: FORMER CONFORMED NAME: DALTEX MEDICAL SCIENCES INC DATE OF NAME CHANGE: 19920703 8-K 1 travlang-8k.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report: March 13, 2002 Travlang, Inc. -------------- (Exact name of registrant as specified in charter) Delaware -------- (State or other jurisdiction of incorporation) 0-14026 13-3174562 - ------------------------------------ ---------------------------------- (Commission File Number) (IRS Employer Identification No.) 2 Hashiloach St., Petach Tikva, Israel 49170 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 011 972 397 10548 ------------------ Item 1. Changes in Control of Registrant On March 13, 2002, the Registrant completed the acquisition of Sec2wireless, Inc., a Delaware corporation ("Sec2w"). The transaction was consummated pursuant to a Stock Purchase Agreement (the "Agreement") that was entered into by and among the Registrant and Sec2w dated as of January 17, 2002, as amended. Pursuant to the Agreement, the former shareholders of Sec2w received 80,379 shares of Series B Preferred Stock of the Registrant, which shares are convertible into an aggregate of 80,379,000 shares of the Registrant's common stock. Item 2. Acquisition or Disposition of Assets Upon the consummation of the transaction described in Item 1, the Registrant acquired all of the outstanding capital stock of Sec2w. Sec2w is developing user-friendly wireless security and authentication solutions for the mobile computing and cellular telecommunications industries. Sec2w's goal is to provide an end-to-end solution with a single point of authentication catering to all methods and devices of mobile computing. Sec2w's proprietary servers can be installed at cellular operator sites and internet service providers, as well as governments and global enterprises. Sec2w's solution can be employed over most currently used platforms and computer environments, using any authentication method and device, over most communication infrastructure. Sec2w employs a motivated group of technical and business personnel, many of whom acquired their technological experience during the service in military intelligence units of the Israeli army and with technology companies specializing in advanced telecommunication security technologies. Upon consummation of the transaction described in Item 1, Shmuel Weiss and Lucien Geldzahler were appointed as directors of the Registrant. Mr. Weiss specializes in command and control systems and has experience managing international projects, business development, technology development and marketing. Mr. Geldzahler studied business administration, engineering management and industrial engineering. He has been a management consultant to industrial and high-tech companies. Item 3. Bankruptcy or Receivership None Item 4. Changes in Registrant's Certifying Accountant On March 13, 2001, the Registrant terminated the client-auditor relationship between the Registrant and Daszkal Bolton LLP ("DB"), and the Registrant engaged Chaikin Cohen Rubin & Gilboa ("CCRG") as its independent auditors for the fiscal year ended December 31, 2002. The decision to engage CCRG was approved by the Board of Directors of the Registrant, upon the recommendation of the Audit Committee of the Board of Directors. DB's reports on the consolidated financial statements of the Registrant for fiscal years 2001 and 2000 did not contain any adverse opinion or a disclaimer of opinion, and were not qualified or modified as to audit scope or accounting principles except that the report was modified as to uncertainty and contained a disclosure stating that the financial statements were prepared based on the assumption that 2 the Registrant would continue as a going concern. During fiscal years 2001 and 2000, there were no disagreements with DB regarding any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of DB, would have caused DB to make reference to the subject matter of the disagreements in connection with its report. The Registrant requested that DB furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The letter, dated April 1, 2002, has been filed as Exhibit 1 to this current report on Form 8-K. Item 5. Other Events None Item 6. Registrations of Resignations of Registrant's of Directors None Item 7. Financial Statements, Pro Forma Financial Information and Exhibits The Registrant and it's new accountants were unable to complete the required audited financial statements required to be filed on this Form 8-K. In accordance with Paragraph (a)(4) of Item 7 to Form 8-K, the Registrant will file an amendment to this report on or before May 27, 2002. Such amendment will contain the required audited financial statements. Attached as Exhibit 1 hereto is a letter dated April 1, 2002 from Daszkal Bolton LLP. Attached as Exhibit 2 hereto is a letter dated March 29, 2002 from Daszkal Bolton LLP. Item 8. Change in Fiscal Year. None Item 9. Regulation FD Disclosure None 3 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. TRAVLANG, INC. By: /s/ Lucien Geldzahler ----------------------- Name: Lucien Geldzahler Title: President Dated: April 11, 2002 4 EX-1 3 ex-1.txt LTR. DATED 4/1/02 FROM DASZKAL BOLTON LLP EXHIBIT 1 Daszkal Bolton LLP Certified Public Accountants April 1, 2002 Office of the Chief Accountant Securities and Exchange Commission Mail Stop 9-5 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Travlang, Inc. We have read the statements that we understand Travlang, Inc. will include under Item 4 of the form 8-K report it will file regarding the recent change of auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with other statements made under Item 4. Sincerely, /s/ Patrick D. Heyn - -------------------- Patrick D. Heyn, CPA Principal EX-2 4 ex-2.txt LTR. DATED 3/29/02 FROM DASZKAL BOLTON LLP EXHIBIT 2 Daszkal Bolton LLP Certified Public Accountants March 29, 2002 Lucien Geldzahler Travlang, Inc. 2 Hashiloach St. Petach Tikva, Israel 49170 Dear Mr. Geldzahler: This is to confirm that the client-auditor relationship between Travlang, Inc. (Commission File Number 0-14026) and Daszkal Bolton LLP has ceased. Sincerely, /s/ Patrick D. Heyn - --------------------- Patrick D. Heyn, CPA Principal CC: Office of the Chief Accountant SECPS Letter File Securities and Exchange Commission Mail Stop 9-5 450 Fifth Street, N.W. Washington, DC 20549 -----END PRIVACY-ENHANCED MESSAGE-----