SECURITIES 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
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Date of Report (Date of earliest event reported): [February 28, 2002]
SEGMENTZ, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-49606 75-2928175
(State or other jurisdiction (Commission (IRS Employer or
incorporation) File Number) Identification no.)
18302 Highwood's Preserve Parkway, Suite 210
Tampa, FL 33467
(813) 989-2232
(Address, including zip code, and telephone number
of principal executive offices)
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 4 - Change in Registrant's Certifying Accountant
On February 11, 2002, ValienteHernandez P.A., ("VALIENTEHERNANDEZ")
resigned as outside auditors for TransLogistics, Inc. (the "Company").
VALIENTEHERNANDEZ had acted as the Company's outside auditors from inception
through such resignation. The Company's Board of Directors,
acceptedVALIENTEHERNANDEZ's resignation and appointed the accounting firm of
Pender, Newkirk & Company ("PENDER NEWKIRK"), as the Company's new outside
auditors.
During the two most recent fiscal years and any subsequent interim
period preceding VALIENTEHERNANDEZ's resignation, there were no disagreements
between the Company and the former auditors on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to the satisfaction of the former auditors,
would have caused VALIENTEHERNANDEZ to make a reference to the subject matter of
the disagreement in connection with its auditor's reports in such financial
statements. VALIENTEHERNANDEZ's report on the Company's financial statements for
the fiscal years ended December 31, 2000 (no financial statements for the year
ended December 31, 2001 were audited by VALIENTEHERNANDEZ), did not contain an
adverse opinion and was not qualified or modified as to uncertainty, audit
scope, or accounting principals.
Prior to engaging PENDER NEWKIRK, the Company consulted with PENDER
NEWKIRK as to its qualifications, experiences and ability to audit the Company's
financial statements. The Company and PENDER NEWKIRK did not have the
substantive discussions regarding the application of accounting principles to a
specified transaction, either complete or proposed, or the type of audit opinion
that might be rendered on the registrant's financial statements and there are no
reports nor written or oral advice provided by the new accountants' experience,
provided in deciding to retain PENDER NEWKIRK Further, as noted, there was no
matter that was the subject of a disagreement as described in Item 304(a)(1)(iv)
of Regulation S-K, promulgated by the Securities and Exchange Commission.
Prior to VALIENTEHERNANDEZ's resignation, VALIENTEHERNANDEZ did not
express a difference of opinion regarding any events listed in Item
304(a)(1)(v)(A) through (D) of Regulation S-K. PENDER NEWKIRK is expected to
audit the Company's financial statements as of and for the period ended December
31, 2001. The Company has provided a copy of this Form 8-K to both
VALIENTEHERNANDEZ and PENDER NEWKIRK requesting in the case of VALIENTEHERNANDEZ
that VALIENTEHERNANDEZ furnish the Company with a letter addressed to the SEC
stating whether it agrees with the statements made by the registrant in response
to Item 304(a) of Regulation S-K herein. A copy of VALIENTEHERNANDEZ's letter
which does not object to the Company's responses herein is attached as Exhibit
16.01. PENDER NEWKIRK has advised the Company that it has reviewed this filing
and has no basis on which to submit a letter addressed to the SEC in response to
Item 304 of Regulation S-K.
ITEM 7 - Financial Statements and Exhibits
(a) Financial statements of business acquired.
Not applicable
(b) Pro forma financial information.
Not applicable
(c) Exhibits
16.01 Letter of VALIENTEHERNANDEZ, P.A., regarding change in
certifying accountant.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on March 5, 2002.
By: /S/ALLAN MARSHALL
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Allan Marshall,
Chief Executive Officer
EXHIBIT 16.01
ValienteHernandez P.A., CERTIFIED PUBLIC ACCOUNTANTS
March 5, 2002
Mr. Allan Marshall,
Chief Executive Officer
Segments, Inc.
18302 Highwood's Preserve Parkway, Suite 210
Tampa, Florida
Dear Mr. Marshall:
With respect to the Form 8K, Item 4-Change in Certifying Accountants, in
accordance with Item 304 (a) (1) (iv) of Regulation S-K, promulgated by the
Securities and Exchange Commission, we agree with the statements made by
Segments, Inc. (Commission File Number 000-49606) regarding the changes in
auditors and that there was no disagreement with accounting and financial
disclosures.
Sincerely,
ValienteHernandez P.A.
By: /S/ROBERT C. BLONDEL, CPA
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Print Name:Robert C. Blondel
Title:Partner