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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 28, 2003
GSI Securitization Ltd.
(Exact name of registrant as specified in its charter)
Grand Cayman Islands, B.W.I.
(State or other jurisdiction of incorporation)
0-29600 NONE
(Commission File Number) (I.R.S. Employer Identification No.)
502 Carnegie Center, Suite 103
Princeton, New Jersey 08540
(Address of principal executive offices)
(609) 987-8080
Registrant's telephone number, including area code
Klinair Environmental Technologies Limited
3rd Floor, Harbour Centre
P.O. Box 1348 GT
Grand Cayman, Cayman Islands, BWI
(Former name or former address, if changed since last report)
December 02, 2003
ITEM 4. CHANGE OF ACCOUNTANTS.
The firm of James C. Marshall, CPA, P.C. audited the financial statements of the Company for the fiscal year ended Dec. 31, 2001, through December 31, 2002. On November 10, 2003, pursuant to a vote of the Board of Directors, the firm of Stan J. H. Lee and Co., CPA's was selected to audit the financial statements of the Company for the year ended December 31, 2003, and to review all quarterly reports, commencing with the quarter ended June 30, 2003.
The replacement of auditor was done as a matter of convenience as the new auditors were located near the offices of the Company. The firm of James C. Marshall, CPA, P.C. resigned on November 10, 2003.
On December 02, 2003, pursuant to a vote of the Board of Directors, the firm of Stan J. H. Lee and Co., CPA's was replaced as auditors of the company by Joseph Troche, CPA to audit the financial statements of the Company for the year ended December 31, 2003, and to review all quarterly reports, commencing with the quarter ended June 30, 2003. The reason for the replacement was that Stan J. H. Lee & Co. were not registered with the Public Company Accounting Oversight Board, pursuant to Section 102 of the Sarbanes-Oxley Act of 2002. Mr. Lee resigned on December 02, 2003.
The report of James C. Marshall, CPA, P.C. on the Company's financial statements for the fiscal years ended December 31, 2001 and December 31, 2002, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to audit scope, or accounting principles. The reports for both years were qualified in that the reports for both years stated that the Company was a development stage company with a high level of incurred expenses, and that unless operating capital could be raised to continue operations, some or all activities of the Company would have to be curtailed. The reports stated that the results of such curtailment were not reflected in the audited financial statements. During the entire period of the engagement of the said auditors, through November 10, 2003, there had been no disagreement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to auditor's satisfaction, would have caused said auditors to make reference thereto in connection with its reports to the subject matter of the disagreement.
During the entire period of the engagement of Stan J.H. Lee, being the period between November 10, 2003 and December 02, 2003, Mr. Lee did not review any financial Statements of the Company. However, during the period, there had been no disagreement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to auditor's satisfaction, would have caused said auditors to make reference thereto in connection with its reports to the subject matter of the disagreement.
Prior to their respective engagements, and specifically during the 2001 and 2002 fiscal years, and the period from January 01, 2003, through the date of this filing, the Firm of Stan J. H. Lee & Co. had been hired by the Company to audit the 2001 and 2002 financial statements of the Company's subsidiary, GSI Securitization, Inc., a New Jersey company. The report of Stan J. H. Lee on the subsidiary's financial statements for the fiscal years ended December 31, 2001 and December 31, 2002, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified, or qualified or modified as to audit scope, or accounting principles.
During the entire period of the engagement of the said auditors, through December 2, 2003, there had been no disagreement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to auditor's satisfaction, would have caused said auditors to make reference thereto in connection with its reports to the subject matter of the disagreement. Other than as abovementioned, Mr. Lee had never been engaged, nor his opinion, written or oral, been sought respecting any matter affecting the Company.
Prior to his engagement, Joseph Troche, CPA, had not been engaged by the Company for any purpose whatsoever, nor had he ever rendered any opinion, written or oral, to the Company on any transaction or matter related to the Company, its affiliates, subsidiaries, or its financial or business affairs.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
B. Exhibits
16.1 Letter re: Change of Certifying Accountant
(Stan J. H. Lee and Co. CPA's) 04.
16.2 Letter re: Change of Certifying
Accountant (James C. Marshall, CPA, P.C.) 05.
16.3 Letter re: Change of Certifying
Accountant (Joseph Troche, CPA) 06.
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.
December 02, 2003
GSI Securitization Ltd.
(Registrant)
/s/Gunther Slaton, CEO
-----------------------
Gunther Slaton, CEO
Maybe we should contact Sotomayor & Associates, LLP to find out what happaned.
What it really was,was an apathetic,disappointed,grieving,down in the dumps investor who was expressing his anger in a highly restrained manner without going to the extremes of doing a columbine. Give me a break. However Sally i apologise for the comment if it hurt you in anyway. I assure you my pocket book is hurting alot more.
Now i've made the Columbine comment i'am sure the Federal government will be knocking on my door,real soon.
Ok i apologise for my comments but please can the company answer the questions posed. Why did they stop filing? One minute they are a profitable company next minute they are back to becoming a developement company. What information am i missing. Please somebody solve this mystery for me please please please pretty please.
Double,why would i need too,when you have moderators of this board who have all talked to Giligan and probably asked this question to him already.
Its probably one of the first questions to have asked since the suspension announcement,
I would think Jersey knows the answer to what happened to prevent the company from filing with the SEC after the misstatements of financials at the end of 2003.
Beats me why the company has not addressed this oversight sooner.
Of course Gil has been working so hard to close a deal in the last four years that he has had no time to handle the matter of the filings. I wonder what sally has been doing in the meantime. Probably making lots of coffee and baking tarts.
Thats the point the SEC is making,nothing happened after the 8K filing. They want to know what happened and why did GSI stop filing and what shenanigans if any took place regarding the misstatements.
Come on Penny,Gunter has not been clear regarding the past of GSI.
I hope his PR clarifies matters.
You talk of trading after the suspension but you know that this will be on the grey sheets.
If Gunter could not clear up matters in 2004,what makes you think he can clear them up now?
This is the 8K about misstatements of financials i was referring to penny. What happened after this....
UNITED STATES
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 of 1934
Date of Report (Date of Earliest Event Reported) August 10, 2004
GSI Securitization Ltd.
(Exact name of registrant as specified in its charter)
Grand Cayman Islands, B.W.I.
(State or other jurisdiction of incorporation)
0-29600 NONE
(Commission File Number) (I.R.S. Employer Identification No.)
502 Carnegie Center, Suite 103
Princeton, New Jersey 08540
(Address of principal executive offices)
(609) 987-8080
Registrant's telephone number, including area code
Klinair Environmental Technologies Limited
3rd Floor Harbour Centre
PO Box 1348 GT
Grand Cayman, Cayman Islands, BWI
(Former name or former address, if changed since last report)
ITEM 5. Other Events
The Company received today a letter dated August 10, 2004 letter from Sotomayor & Associates, LLP. In the letter Mr. Sotomayor alleged that there may be material misstatements in the Financial Statement presented to Mr. Sotomayor's office for an annual audit. This may also mean that there may have been material misstatements in the Financial Statements submitted for review, and presented in the quarterly filings of the company for the periods ending on June 30, 2003 and September 30, 2003.
Management and the Board of Directors will meet on Monday August 16, 2004 to discuss the allegation, and to investigate the assertions of Mr. Sotomayor. We will report to you, and make the appropriate public disclosure following our meeting.
Mr. Sotomayor had entered into an agreement to audit the Financial Statements of the Company for the year ended December 31, 2003. He was currently assessing the engagement prior to final acceptance. The Company had intended to formally retain him at a meeting of the Board to have been held this past Tuesday. The reason for the anticipated change in accountants is that the former auditor has not, as of yet, obtained certification from the PCAOB.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
B. Exhibits NONE
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.
August 12, 2004 GSI Securitization Ltd.
(Registrant)
/s/Gunther Slaton, CEO
-----------------------
Gunther Slaton, CEO
I hope the PR they are going to put out explains all these discrepancies.
Why would they file penny. They had four years to file under the old GSI symbol. They chose to create a pink sheet entity to avoid filing.
The SEC wants to know what happened to the previous GSI entity and presumbably what happened to previous shareholders of that entity. I'am going to say it,was there any fraud associated with that previous entity? Was there any compensation given to the previous shareholders of the old GSI entity.
The previous GSI entity misstated their 10Ks,they never gave the SEC an explanation of these misstatements,what is the company hiding from them.
Penny are you suggesting that the float is much much larger then 15 million. What do you think it is?
If you want my 2 cents worth,i think going private is the best course of action. I'am not really sure how this would work though.
Considering that most of the outstanding is owned by the two main shareholders Gunter and Sally the company probably would only need to buy the float since they would not be wanting to sell their shares (since they are the company).
That probably means around 15 million shares according to the ibox (don't know if that has changed),so at 5 cents a share they would have to come up with about a 1 million dollars.
Very doable if they have something concrete coming thru on the pipeline.
Its amazing what a day makes,i think the idea that they may go private is quite comforting.
Don't know what the legel ramifications regarding the SEC would be.
The SEC is threatening delisting so i can't see any impediments to going private as long as shareholders are willing to take a buyout price.
This would save current shareholders the heartbreak of never seeing their money again and give some credibility to the company going forward for relisting at a latter date with their house in order.
Penny you will probably have to put GSI as one the worst times of your life. I don't hold too much hope for the company now. Well done on your studies.
I doubt we will hear too much from GSI in the coming months,i think the company as a listed company is finished.
A good bunch of people have lost alot of money here,that includes myself,i feel for all of you.
How many grey sheet stocks have you seen make a comeback.
Invest your money in physical gold,at least you will always have something that has value.
Good luck for the future.
Double it would not be worth their time. The company at this point needs to be communicating with the SEC continually. Let the SEC know what the company is doing to address the situation and be ever so humble.
In the mean time get the reports completed pronto. Keep the SEC informed at every stage. They have to establish credability as a going concern.
Minn,i think we have all been taken for a ride. I doubt we will see any investment return on this stock. Its time to call a duck a duck,Gunter has been lying to us.
They had four years to get the financials done on the previous entity of GSI,however they thought they could go the pinksheet route and wash all their dirty linen away with a new identity.
The SEC caught up with them. If they could not get their books in order four years ago,what makes anyone think they can do it now.
Ah these pinksheet stocks,NEVER AGAIN.
As for Jersey and stoc,nobody can blame them for their efforts and good intentions.
Walker,i like your optimism but i think its alot more complicated then we all originally thought.
Jersey,can you ask Gil if he has all the relevant information regarding the material misstatements that occurred in June and September 2003.
ecurities Exchange Act of 1934
With this Act, Congress created the Securities and Exchange Commission. The Act empowers the SEC with broad authority over all aspects of the securities industry. This includes the power to register, regulate, and oversee brokerage firms, transfer agents, and clearing agencies as well as the nation's securities self regulatory organizations (SROs). The various stock exchanges, such as the New York Stock Exchange, and American Stock Exchange are SROs. The National Association of Securities Dealers, which operates the NASDAQ system, is also an SRO.
The Act also identifies and prohibits certain types of conduct in the markets and provides the Commission with disciplinary powers over regulated entities and persons associated with them.
The Act also empowers the SEC to require periodic reporting of information by companies with publicly traded securities.
Corporate Reporting
Companies with more than $10 million in assets whose securities are held by more than 500 owners must file annual and other periodic reports. These reports are available to the public through the SEC's EDGAR database.
Proxy Solicitations
The Securities Exchange Act also governs the disclosure in materials used to solicit shareholders' votes in annual or special meetings held for the election of directors and the approval of other corporate action. This information, contained in proxy materials, must be filed with the Commission in advance of any solicitation to ensure compliance with the disclosure rules. Solicitations, whether by management or shareholder groups, must disclose all important facts concerning the issues on which holders are asked to vote.
Tender Offers
The Securities Exchange Act requires disclosure of important information by anyone seeking to acquire more than 5 percent of a company's securities by direct purchase or tender offer. Such an offer often is extended in an effort to gain control of the company. As with the proxy rules, this allows shareholders to make informed decisions on these critical corporate events.
Insider Trading
The securities laws broadly prohibit fraudulent activities of any kind in connection with the offer, purchase, or sale of securities. These provisions are the basis for many types of disciplinary actions, including actions against fraudulent insider trading. Insider trading is illegal when a person trades a security while in possession of material nonpublic information in violation of a duty to withhold the information or refrain from trading.
Registration of Exchanges, Associations, and Others
The Act requires a variety of market participants to register with the Commission, including exchanges, brokers and dealers, transfer agents, and clearing agencies. Registration for these organizations involves filing disclosure documents that are updated on a regular basis.
The exchanges and the National Association of Securities Dealers (NASD) are identified as self-regulatory organizations (SRO). SROs must create rules that allow for disciplining members for improper conduct and for establishing measures to ensure market integrity and investor protection. SRO proposed rules are published for comment before final SEC review and approval.
The full text of this Act can be read at: http://www.sec.gov/about/laws/sea34.pdf.
Penny,they should have bought an existing fully reporting shell,i said so at the time.
As you said earlier this does not seem to have anything to do with pinksheets. I think thats a blessing. Here is an opportunity for GSI to take an adversity and make it a winning hand.
It seems they have will have 120 days to sort it out.
I hope they can get the neccessary reports up to date.
I guess the original thinking was to go the pinks and then start reporting hoping that would erase the need to have report from that 2003 timeframe when they initially stopped reporting.
I guess they will have to explain about all those earlier misstatements on their 10K.
I hope they have got all the answers.
This does not gel with what i always thought regarding pinksheet stocks.
There are no minimum quantitative standards, which must be met by an issuer for its securities to be quoted on the Pink Sheets.
Pink Sheet Stock Issuers do not have to be reporting companies with the US Securities and Exchange Commission (SEC).
Pink Sheet Stock Issuers do not have any ongoing filing or reporting requirements with the SEC or the NASD for quotation in the Pink Sheets.
Investors must contact a broker/dealer to trade Pink Sheet Stock securities. Investors do not have direct access to the Pink Sheet Stock service.
The SEC's Order-Handling Rules which apply to Nasdaq-listed securities do not apply to Pink Sheets securities.
General Rules and Regulations under the Securities Exchange Act of 1934
I'am no nearer knowing what the hell is going on and the reasons for the suspension. Just ask Gil what the reasons for the suspension is for. Seems like an easy question to me. What are the filings that are requested?
Analysis of what process is happening today? Come on you say you have $50000 riding on this stock and you have a comm line to Gil and you talk in riddles.
Just spell out the problem here.
Then could you please give a time frame you see to get issues addressed and the company getting back to good standing.
What is the ACTUAL hold up,this information is vital for us investors to understand what really is going on.
I would not think any information you divulge regarding the holdup would not be known to some public domains already,hence i don't think it can be classified as insider knowledge.
Its the not knowing that frustrates us all. Keeping shareholders informed is the way to get trust back.
Jersey,i know how much it gets to send kids to college,i can assure you the expenses seem never to end no matter how old they get,lol.
I have calmed down and even though i don't have as much as you have at stake in this company i fear that i may just have lost my my money on this stock.
How often we see stocks that fall onto the greys and come back,very few i'am afriad.
I would however like to know if the audit for GSII is real. Have you proof somebody is actually carrying out an audit of the company or is it just Gunter who told you this was happaning?
What are these complications you talk about?
What actual information has the SEC requested from the company?
Has the company hired an SEC knowledgable lawyer?
Yea and what happens if the suspension becomes permanent. This is the exact talk that got the company suspended in the first place.
GSII needs to get its own house in order FIRST!!!
Slayer i had a feeling this would happen. I kept voicing the need for the skull and crossbones to be removed. The rah rah boys who had the comm line in place with Gil just didn't see the urgency of it all. I didn't want to post the possibilities of suspension. I was led to believe the lawyers were on the case and it was pinksheets that was holding up the removal.
The rah rah boys were taken in by Slatons bullshit,i guess.
Its a temporary suspension pending up to date info from GSI.
Slaton if your for real,get your act together and get this sorted out NOW.
You haven't been listening,we have pleaded with you to get this sorted out for long time.
Hire somebody who can sort out this mess.
This was what i feared when i kept asking for the company to spend their time getting rid of the skull and bones. Unbelievable,and throughly disappointed.
Thats an easy one double,skull and crossbones still not removed. The longer this goes on the more the mud sticks.
I can even live without contracts if this was taken care of. Unbelievable. Gil hasn't a clue regarding the consequences of having this continue on and on.
yea yea i have heard it all before about these financials,have yet to see them. Its an intangible asset we will probably not see in our life time.
The way things are going zero will be the bottom. Someone definantly is shorting this stock nakedly. What do they know?
Those skull and crossbones invite a load of trouble. Yes i know their is suppposed to be a backlog on getting these symbols removed. At least within the next 4-6 weeks we will know whether we have all lost our investments.
The major mistake Gil made was to become a pinkie in the first place. Of course at the time we were promised exciting news and financials and a quick move to a more creditable exchange.
Those financials sure are taking a long time to be completed.
On a more negative note,has the skull and crossbones been removed yet. Its all talk until i see this simple thing being addressed.
doubleeagle,crossbone removal will show they can complete something. As yet they have not been shown to be able enough to do anything.
Cross bone removal is very important to me. I can't believe anything they say until they address this.
It goes to the very heart of their credibility. If Gil doesn't understand this then there is very little hope for this company.
He needs to get it handled NOW!!!!
I can't say i'am really surprised. Its always another 4-5 weeks with this stock.
What ever happened with the the financing and MN fund?
Didn't really answer the share question,did he?
Why the auditing would take so long i'am totally perplexed.
No mention of the skull and bones either.
Looks like more hot air from Gil or Gunter or whatever his name.
I think Gil is living in fantasy land. Unfortunantly he sucked me into his dream. Where is Neo when you need him. Stoc your starting to sound like the Oracle with Jersey taking the part of Morpheus.
Where is the keymaker so i can get out. GSIman must be the merovingian.
Bottom line this company has failed to perform. The skull and crossbones have yet be removed and no financials audited or unaudited as yet.
Double it looks like they are now McKesson.
How long have you been here now and you can't get the answer to that one? Have a good weekend.
double,i hope so too,but i'am not counting on it. Penny says its in Gunters hand,personally i don't think so otherwise he would have delivered by now.
Gunter is hoping for something to break also. In this environment i'am not too sure this will happan.
I await to be surprised!!!
Double,to be honest with you,i've totally lost my faith in this investment. Its just another typical pink sheet stock. Gunter i'am sure has dreams of making this business a reality but i really don't think he will now.
All this talk abut financials,financing and contracts just don't come into being.
Its just another money,time and energy zapping lesson in the world of the pinks.
News could be weeks away. In your rush to reduce expectations i believe thats what your message conveyed.
I understand your need to defend Gil and the company,but i think this statement did more harm then good.
All it did was to make me even more uneasy as it did many others.
I think investors should expect more as regards what the company can quickly do to stop the bleeding,that means getting the skull and crossbones removed.
The insinuation that news could be weeks away implied that they were having problems to execute even this trivial thing. Does not bode well in achieving the multidollar projects they have in mind.
Walker,your starting to sound like me,lol. I think the non removal of the skull and crossbones and the lack of real news over such a long period has emboldened the MMs or somebody to sell the stock.
Gil could do all the buying he wants it won't change the stock price until one of the above occurs.
I just don't see any reason to buy the stock. It just seems like throwing good money away for bad.
He should post the unaudited financials as soon as possible with a clear time frame at which point they will be audited. That may stem the bleeding for awhile.
Even that may be a short reprieve because I also suspect that maybe somebody in the know doesn't think the financing will occur or is trying to torpedo it.
Ultra,if it ever got to that price i would buy the whole float just for the hell of it. Have you been having wet dreams on how this stock will net you a fortune. With financials the stock is trading at what the shell is worth. Go away and scare some other ihubbers.
Double,have you ever seen that great movie with Charlten Heston ,the search for the Motherlode. I think we are playing in Gunters version of the Movie.
He needs us suckers to invest so that he can dig that just one more tunnel.....I hope the mine doesn't cave in on us.