8-K 1 rsgroup8k.txt CURRENT REPORT 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): MAY 25, 2005 RS GROUP OF COMPANIES, INC. (Exact name of registrant as specified in its charter) FLORIDA 0-50046 65-1082128 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 200 YORKLAND BLVD., SUITE 200, TORONTO, ON M2J5C1, CANADA M2J 5C1 (Address of Principal Executive Offices with Zip Code) Registrant's telephone number, including area code: (416) 391-4223 NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) ITEM. 7.01 REGULATION FD DISCLOSURE. On May 31, 2005, the Registrant issued the Press Release attached as Exhibit 99.1 hereto. ITEM 8.01 OTHER EVENTS. On May 25, 2005 RS Group of Companies, Inc., a Florida corporation (the "Registrant"), entered into a letter of intent (the "Letter") with Strategy International Insurance Group, Inc., a Texas corporation ("Strategy International"), pursuant to which Strategy International confirmed its intent to acquire all of the outstanding shares of common stock, outstanding options and all other outstanding equity securities of the Registrant in a merger transaction for a proposed aggregate consideration of approximately U.S.$1.75 per share of common stock, no par value, of the Registrant, subject to adjustment. The transaction is subject to the negotiation and execution of a definitive merger agreement and other definitive documents on terms and conditions acceptable to both the Registrant and Strategy International, as well as making all appropriate filings with the Securities and Exchange Commission. The price per share of the Registrant's common stock is subject to adjustment as a result of the completion of a valuation of the Registrant and the receipt of a fairness opinion by Strategy International, which could result in a material change in the merger consideration. Pursuant to the Letter, the Registrant agreed that, for a period of time beginning May 25, 2005 and ending July 24, 2005, the Registrant will not, directly or indirectly take any action to solicit, initiate, seek, entertain, encourage or support any inquiry, proposal or offer from any third party regarding any acquisition of the Registrant, any merger or consolidation with or involving the Registrant, or any acquisition of any portion of the stock or assets of the Registrant. The Registrant further agreed to notify Strategy International in writing promptly upon receipt of a proposal by any third party that the Board of Directors of the Registrant determines to be worthy of consideration. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Letter of Intent, dated May 25, 2005, between Strategy International Insurance Group, Inc. and the Registrant. 99.2 Press release of the Registrant, dated May 31, 2005. SIGNATURE 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 thereunto duly authorized. Date: May 31, 2005 RS GROUP OF COMPANIES, INC. By: /s/ Kenneth Min ----------------------- Name: Kenneth Min Title: 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

January 19, 2005

Date of Report

(Date of earliest event reported)

RS GROUP OF COMPANIES, INC.

(Exact name of registrant as specified in this charter)

FLORIDA	0-50046	65-1082128
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

200 YORKLAND BLVD., SUITE 200, TORONTO, ONTARIO, CANADA M2J 5C1

(Address and Zip Code of Principal Executive Offices)

Issuer's Telephone Number: (416)391-4223

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Item 4.01 Changes in Registrant's Certifying Accountant.

(a) Previous Independent Accountants.

(i)

On January 19, 2005, Samuel Klein and Company, which had been our independent accountants since August 2003, terminated its auditor relationship with us and resigned as our independent auditor based on the decision of Samuel Klein and Company to cease the SEC portion of its practice.

(ii)

Samuel Klein and Company 's reports on our financial statements for the last two fiscal years, ended December 31, 2003 and 2004, have not contained an adverse opinion or disclaimer of opinion, nor have they contained any modifications as to uncertainty, scope or accounting principles.

(iii)

During the last two fiscal years, ended December 31, 2003 and 2004, and since that date through the date hereof, there have been no disagreements with Samuel Klein and Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Samuel Klein and Company’s satisfaction, would have caused Samuel Klein and Company to make reference to the subject matter of any such disagreements in connection with its reports.

(iv)

Our Board of Directors considered the recommendation of Samuel Klein and Company that the firm of Rotenberg, Meril, Solomon, Bertiger and Guttila, P.C. be selected as successor to Samuel Klein and Company, which selection was approved by our Board of Directors.

(v)

Samuel Klein and Company is being provided a copy of the disclosures made under this Item 4 simultaneous with the filing hereof and shall be requested to furnish a letter addressed to the Securities and Exchange Commission stating whether or not they agree with the above statements as set forth herein. Samuel Klein and Company shall be asked to provide the letter to us so that it can be filed with the Securities and Exchange Commission within ten business days after the filing of this report .

(b) New Independent Accountants.

(i) On January 24, 2005, we engaged the firm of Rotenberg, Meril, Solomon, Bertiger and Guttila, P.C., Saddle Brook, New Jersey, as our independent auditors to audit our financial statements for the fiscal year ending December 31, 2004.

(ii) We have not consulted with Rotenberg, Meril, Solomon, Bertiger and Guttila, P.C.during the two years ended December 31, 2004, and during the subsequent period to the date hereof, on either (a) the application of accounting principles, (b) the type of opinion Rotenberg, Meril, Solomon, Bertiger and Guttila, P.C.might issue on our financial statements, or (c) any other matter that was either the subject of any disagreement between us and our former auditor or a reportable event as described in Item 304(a)(1)(iv) of Regulation S-B promulgated under the Securities Act of 1933, as amended.

SIGNATURE(S)

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.

RS GROUP OF COMPANIES, INC. By: /s/ JOHN HAMILTON John Hamilton, Chairman and Chief Executive Officer

Date: January 25, 2005

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