United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
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Current Report
Pursuant to Section 3 OR 15(d) of the Securities Exchange Act of 1934
June 30, 2003
Date of Report (Date of earliest event reported)________________________________
Bridge Technology, Inc.
_____________________________________________________________________________
(Exact name of registrant as specified in its charter)
State or other jurisdiction of incorporation Nevada
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Commission File No. 000-24767
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IRS Employer Identification No. 59-3065437
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12601 Monarch Street, Garden Grove, California 92841
_____________________________________________________________________________
(Address of principal executive offices) (Zip Code)
714.891.6508
Registrants telephone number, including area code___________________________
_____________________________________________________________________________
(Former name of former address, if changed since last report.)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 4 Changes in Registrant's Certifying Accountant
On June 27, 2003, Bridge Technology, Inc. (the "Company") changed its principal
accountant from BDO Seidman, LLP to BDO McCabe Lo & Co. BDO McCabe Lo & Co.
has been engaged to audit the Company's consolidated balance sheet as of
December 31, 2002 and the related statements of operations, stockholders'
equity, and cash flows for the fiscal year ended December 31, 2002.
A. Pursuant to Item 304(a)(1) of Regulation S-K, the Company reports the
following specific information:
(i) On June 27, 2003, the Company notified BDO Seidman, LLP that it would
not be engaged to audit the Company's consolidated balance sheet as of December
31,2002 and the related statements of operations, stockholders' equity, and
cash flows for the fiscal year ending December 31, 2002 and was being dismissed
as the Company's principal accountant.
(ii) The reports of BDO Seidman, LLP on the Company's financial statements
for each of the past two years were unqualified and contained no adverse opinion
or disclaimer of opinion and no report was qualified as to uncertainty, audit
scope, or accounting principles.
(iii) The decision to change principal accountants from BDO Seidman, LLP to
BDO McCabe Lo & Co. was recommended and approved by the Company's Audit
Committee and Board of Directors.
(iv) There were no disagreements on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
between the Company and BDO Seidman, LLP during the Company's two most recent
fiscal years or for the period through the date of termination.
(v) No event requiring disclosure under Item 304(a)(1)(v) of Regulation S-K
has occurred during the Company's two most recent fiscal years and for the
subsequent period through the date of change.
B. No event requiring disclosure under Item 304(a)(2) of Regulation S-K has
occurred.
C. In accordance with requirements of Item 304(a)(3) of Regulation S-K,
BDO Seidman, LLP has been provided with a copy of the foregoing disclosures and
the Company has requested that BDO Seidman, LLP provide a letter addressed to
the Securities and Exchange Commission required by said item and said letter
dated June 30, 2003, is attached as an exhibit hereto.
Prior to the engagement of BDO McCabe Lo & Co., the Company did not consult with
BDO McCabe Lo & Co. or any firm regarding the application of accounting
principles to a specific completed or contemplated transaction, or any matter
that was either the subject of a disagreement or reportable event. The Company
also did not consult with BDO McCabe Lo & Co. regarding the type of audit
opinion which might be rendered on the Company's financial statements and no
written or oral report was provided by BDO McCabe Lo & Co.
The Company has provided BDO McCabe Lo & Co. with a copy of the disclosures
contained herein and BDO McCabe Lo & Co. has indicated that no letter will be
provided containing any new information, clarification of the Company's
expression of its views, or the respects in which BDO McCabe Lo & Co. does not
agree with the statements made by the Company in response to Item 304(a). No
other event requiring disclosure under Item 304(a)(2) or Regulation S-K has
occurred.
Item 5 Other Events and Regulation FD Disclosure
The Company had previously reported that its prior auditor,BDO Seidman, LLP, had
advised the Company that the audit for the period ending December 31, 2002 would
be completed by May 31, 2003. Based upon that representation Nasdaq had granted
the Company an extension until June 16, 2003 to file its Form 10-K. Due to the
change in accountants from BDO Seidman, LLP to BDO McCabe Lo & Co., Hong Kong
Nasdaq has granted the Company an additional period of time until July 16, 2003
to file its 10-K for December 31, 2002 and its 10-Q for the first quarter of
2003.
Item 7 Financial Statements and Exhibits
a Financial Statements.
The Company had provided pro-forma financial information for the fiscal year
ending December 31, 2002 and for the first quarter of 2003 on Form 8-K. This
pro-forma financial information excluded for both periods the discontinued
operations of Autec Power Supplies Inc. and Bridge Technology Co. Ltd, Ningbo,
China.
b. Exhibits.
16. Letter from BDO Seidman LLP.
Item 9 Regulation FD Disclosure
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The Company had been sustaining substantial losses in its power supply
manufacturing business since April, 2001. The Company's Board of Directors
unanimously voted in April 21, 2003 to dispose of these loss operations by
approving the sale to Wantec Power Supplies Inc., a related third party,
effective December 31, 2002. Winston Gu Chairman of the Company has formally
resigned from the Company as Director Chairman of the Board and Officer of the
Company effective April 28, 2003 concurrent with the sale of Autec Power
Systems Inc. and Bridge Technology Co. Ltd. Ningbo to Wantec Power Systems Inc.
of Taiwan, ROC. On May 14, 2003 the Company wasalso advised verbally
that Winston Gu,through his attorneys, had a dispute with the Company.
The Company has requested that any dispute as it affects the Company
must be put in to writing so that it may be addressed and properly disclosed
to the Board of Directors and the Company's shareholders. To date, Mr. Gu has
attempted to have the Company acknowledge certain obligations, most of which
management believes are of a personal nature between Mr. Gu and the Company's
President, Mr. James Djen. Under advice of counsel and by instructions from
the Board of Directors, the Company does not anticipate making any changes to
the Board approved sale of Autec Power Systems, Inc./Bridge Technology, Co.,
Ltd., Ningbo, China to the Winston Gu group.
Liquidity
The Company continues to require outside financing which is expected to be
available now that the losing power supplies operations have been sold. The
Company has settled most of its outstanding litigation except the
Allied Web/John Harwer suit. The Company believes it has no liability in
this litigation; however it continues to expend legal fees on this case which
to date are in excess of $250,000. The Board of Directors have authorized the
filing of legal action against its former President, John Harwer, for damages
including recovery of these legal fees, based upon their belief that this
matter is strictly related to John Harwer's personal activities prior to
joining Bridge Technology Inc.
The Company, and its former President, are parties to a suit filed by
shareholders of Esyon Corporation seeking rescission of their investment in a
private company for alledged fraud by John Harwer who had solicited the
investment. The same investors are also seeking rescission of purchases of
Bridge Technology, Inc. common stock from John Harwer, alledging fraud. The
Company, while denying any direct involvement in either Eyson Corporation or
any private sale of John Harwer's stock holdings, intends to file a cross
compaint against John Harwer for possible fraud and security violations.
It is believed that the amount of the cross complaint will approximate $300,000.
Filing of Audited Financial Statement
The Company had filed Form 12b-25 for an extension to file its Form 10-K
for the period ending December 31, 2002 by April 15, 2003. The Company was
unable to meet this deadline as the auditors had not completed their work
in Hong Kong and Ningbo, China. This delay in the Form 10-K filing also
delayed the Form 10-Q filing for the period ending March 31, 2003. The Form 10-Q
will be filed shortly after the Form 10-K filing. The proforma financial
results filed in a separate Form 8-K are for the periods ending
December 31, 2002 and March 31, 2003 are not expected to vary materially
from the Company's audited financial results as prepared by the Company's
outside auditors, when they are received by the Company.
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.
Bridge Technology, Inc.
__________________________
(Registrant)
Date 6-30-2003 /S/ James Djen, President, CEO and Director
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(Signature)
EXHIBIT NO. 16 - LETTER FROM BDO SEIDMAN LLP
June 30, 2003
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have been furnished with a copy of the response to Item 4 of Form 8-K
for the event that occurred on June 27, 2003 to be filed by our former client,
Bridge Technology, Inc. We agree with the statements made in response to that
Item insofar as they relate to our Firm.
/s/ BDO Seidman, LLP