8-K 1 s8k.txt 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): January 3, 2003 DAIRENE INTERNATIONAL -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 000-49721 65-0181535 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File No.) Identification No.) 8260 NW 27th Street, Suite 408 Miami, Florida 33122 -------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: 786-331-4005 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. The Registrant's principal accountants, Sewell and Company, P.A. resigned effective as of January 3, 2003, and Registrant engaged Baum & Company, P.A. effective as of May 31, 2003 to serve as independent auditors for the Registrant for the fiscal year ending December 31, 2002. The report of Sewell and Company, P.A. on the Registrant's financial statements for the two years ended December 31, 2001, which was the only audit report issued by Sewell and Company, P.A., did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. During the Registrant's two most recently completed fiscal years and the subsequent interim period preceding the determination to change principal accountants, there were no disagreements with Sewell and Company, P.A. on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Sewell and Company, P.A., would have caused it to make reference to the subject matter of the disagreement in connection with any reports it would have prepared on the Registrant's financial statements. During the Registrant's two most recently completed fiscal years and the subsequent interim period preceding the decision to change principal accountants, there were no reportable events as defined in Regulation S-K Item 304(a)(1)(v). The Registrant requested Sewell and Company, P.A. to furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of that letter dated June 4, 2003 is filed as Exhibit 16.1 to this Form 8-K. Upon receipt of the response of Sewell and Company, P.A. will be filed with an amendment to this report. The Registrant engaged Baum & Company, P.A. as the Registrant's principal accountants effective as of May 31, 2003. During the Registrant's two most recent fiscal years and the subsequent interim period prior to engaging Baum & Company, P.A., neither the Registrant nor anyone on its behalf consulted with Baum & Company, P.A. regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant's financial statements, and neither a written report nor oral advice was provided to the Registrant by Baum & Company, P.A. that was an important factor considered by the Registrant in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement or a reportable event. Item 7. Financial Statements and Exhibits c) Exhibits Exhibit No. Description of Exhibit ----------- ---------------------- 16. 1 Letter to Sewell and Company, P.A. dated June 4, 2003 SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DAIRENE INTERNATIONAL By: /s/ Ed Golstein -------------------------------- June 10, 2003 Ed Golstein President

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): October 21, 2002

DAIRENE INTERNATIONAL

(Exact name of registrant as specified in its charter)

Nevada		000-49721		65-0181535
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

8260 NW 27th Street, Suite 408 Miami, Florida 33122

(Address of principal executive offices)

Registrant’s telephone number, including area code: 786-331-4005

Item 9. Regulation FD Disclosure

On October 21, 2002 registrant sent the following letter to its shareholders:

October 21, 2002

Dear Shareholder:

I am pleased to advise you of recent developments at Dairene International. We are close to introducing our products into the commercial market. In order to have our products manufactured we negotiated a very favorable agreement with a large regional dairy to process cows milk into Dairene products. They operate commercial dairies in Florida (2), Alabama, Louisiana, North Carolina and South Carolina. Our plan is to utilize this capability to support retail distribution and sales first in South Florida, then in North Florida, and expanding throughout the Southeast.

Over the past few months we have concentrated on making presentations to grocery chains in the region, to secure distribution for Dairene products. During the last two months we have processed batches of both Dairene Lowfat and Dairene Vitamin “D” Homogenized cows milk for sampling by retail grocery buyers and for promotional use to build awareness and demand for Dairene milk products.

These efforts have begun to pay off and we expect to have Dairene products in a limited number of stores beginning the week of October 28, first in independent stores in South Florida and Super Value stores in the Bahamas. Then we will seek to expand distribution throughout the Southeast.

I will continue to advise you as these very exciting events unfold. We are quickly approaching the commercial distribution that has always been the objective of all of our work since Dairene began.

Sincerely,

/s/ Edwin M. Golstein

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		DAIRENE INTERNATIONAL
		By: /s/ Ed Golstein
October 23, 2002		Ed Golstein President

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