UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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): November 27, 2001
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5B Technologies Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-27190
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(State or Other Jurisdiction (Commission
of Incorporation) File Number)
100 Sunnyside Boulevard, Woodbury, NY 11797
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(Address of Principal Executive Offices)
Registrant's telephone number, (516) 677-6100
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
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(a) Previous Independent Accountant.
(i) 5B Technologies Corporation (the "Registrant") was notified on
November 27, 2001 that BDO Seidman, LLP ("BDO"), the independent
accountants for the Registrant, had resigned.
(ii) The BDO reports on the Registrant's financial statements for the
fiscal years ended December 31, 1999 and December 31, 2000, and
included in the Registrant's Form 10-K for each of the respective
fiscal years did not contain an adverse opinion or disclaimer of
opinion, nor were such reports qualified or modified as to
uncertainty, audit scope or accounting principles, with the
exception of a going concern uncertainty paragraph with respect to
the fiscal year ended December 31, 2000.
(iii) During the past two fiscal years and the subsequent interim period
through November 27, 2001, BDO and the Registrant have not had any
disagreement on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreement, if not resolved to the satisfaction of BDO,
would have caused it to make reference to the subject matter of
the disagreement in connection with their report and the financial
statements for such fiscal years and subsequent interim period,
except as follows:
(a) Registrant recorded revenues in September 2001 relating to
a transaction with a customer for the delivery of computer
equipment. Upon review of certain documentation, BDO did
not agree with Registrant that this transaction could be
recorded in the Third Quarter 2001 and that this was a
Fourth Quarter 2001 transaction. Though Registrant did not
agree with BDO, it agreed to reverse the September 2001
revenues in order to file the Form 10-Q for the period
ended September 30, 2001 without exception from BDO; and
(b) Registrant disclosed certain information about the
aforementioned transaction as a subsequent event note
included in the Form 10-Q for the period ended September
30, 2001. The Registrant insisted on the disclosures as
submitted. BDO did not agree with certain of the
disclosures.
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(iv) During the past two fiscal years and the subsequent interim period
through November 27, 2001, there have been no "reportable events,"
as such term is defined in Item 304(a)(1)(v) of Regulation S-K of
the Securities and Exchange Commission ("SEC").
(v) The Registrant has requested that BDO furnish it with a letter
addressed to the SEC stating whether it agrees with the above
statements made by the Registrant. A copy of such letter, dated
December 4, 2001, is filed as an exhibit on this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibit included herein:
16.2 Letter of BDO, dated December 4, 2001, regarding the disclosure
contained in Item 4(a) of this report on Form 8-K.
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.
5B TECHNOLOGIES CORPORATION
Date: December 4, 2001 By: /s/ Glenn Nortman
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Glenn Nortman, Chief Executive Officer
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