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 21, 2002
WARP TECHNOLOGY HOLDINGS, INC.
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(Exact Name of Registrant as Specified in Charter)
Nevada 000-33197 88-0467845
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(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification
Number)
535 West 34 Street, 5th Floor, New York, New York 10001
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(Address of Principal Executive Offices)
(212) 962-9277
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(Registrant's Telephone Number, including area code)
ABBOTT MINES LIMITED
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(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants
(i) On August 29, 2002, the Registrant dismissed Williams &
Webster, P.S. as its prior independent accountants.
(ii) Other than a going concern qualification, the reports of
Williams & Webster, P.S. on the financial statements for the past two
fiscal years contained no adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or
accounting principles.
(iii) The Board of Directors of the Registrant participated in
and approved the decision to change independent accountants.
(iv) In connection with its audits for the last two fiscal
years and through August 29, 2002, there have been no disagreements
with Williams & Webster, P.S. on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of
Williams & Webster, P.S. would have caused them to make a reference
thereto in their report on the financial statements for such periods.
(v) During the last two fiscal years and through August 29,
2002, there have been no reportable events (as defined in Regulation
S-K Item 304(a)(1)(v)).
(vi) The Registrant has requested that Williams & Webster,
P.S. furnish it with a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the above statement.
A copy of the letter from Williams & Webster, P.S. is attached hereto
as Exhibit 16.1 to this Form 8-K
(b) New independent accountants.
(i) The Registrant engaged Ernst & Young LLP as the new
independent accountants for the Registrant as of August 28, 2002.
During the last fiscal year and through August, 28, 2002, the
Registrant had not consulted Ernst & Young LLP regarding 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 financial statements of the Registrant, and neither a
written report was provided to the Registrant nor oral advice was
provided that Ernst & Young LLP concluded was an important factor
considered by the Registrant in reaching a decision as to an
accounting, auditing, or financial reporting issue. Ernst & Young LLP
had been the independent accountants for
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WARP Solutions, Inc., the Registrant's subsidiary, prior to its
acquisition by the Registrant.
(ii) During the last fiscal year and through August 28, 2002,
the Registrant has not consulted Ernst & Young LLP regarding any matter
that was either the subject of a disagreement, as that term is defined
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to
Item 304 of Regulation S-K, or a reportable event, as that term is
defined in Item 304(a)(1)(v) of Regulation S-K.
Item 5. Other Events.
On August 15, 2002, the Board of Directors of Abbott Mines Limited (the
"Registrant") authorized and approved the upstream merger of WARP Technology
Holdings, Inc., the Registrant's wholly owned subsidiary, with and into the
Registrant pursuant to Chapter 92A of the Nevada Revised Statutes of the State
of Nevada (the "Merger"). The Merger became effective on August 21, 2002, when
the Registrant filed Articles of Merger with the Nevada Secretary of State. A
copy of the Registrant's Articles of Merger is attached hereto as Exhibit 3.5.
As a result of the Merger, the Registrant is the surviving corporation.
Accordingly, the Articles of Incorporation and By-Laws of the Registrant remain
in full force and effect, except for the name change discussed below, and there
is no change in the officers or directors of the Registrant. The rights and
preferences of the holders of the Registrant's common stock are not changed or
affected by the Merger. The issued and outstanding shares of the Registrant's
common stock were not converted in any manner, and each share of the
Registrant's common stock which was issued and outstanding as of the effective
date of the Merger continues to represent one share of common stock of the
Registrant.
In connection with the Merger, and as authorized by Section 92A.180 of
the Nevada Revised Statutes of the State of Nevada, the Registrant changed its
name from Abbott Mines Limited to WARP Technology Holdings, Inc. The purpose of
the name change was to better reflect the operating business of the Registrant.
The Registrant's stockholders may, but are not required to, exchange their stock
certificates for new certificates which reflect the Registrant's new name. As a
result of the name change, beginning on August 30, 2002, the Registrant's common
stock will trade on the OTC BB under the new trading symbol WRPT. Also in
connection with the name change, the CUSIP number for the Registrant's Common
was changed to 93464M105.
On September 3, 2002, the Registrant issued a press release announcing
the Merger, name change and new trading symbol. A copy of that press release is
attached hereto as Exhibit 99.1.
Certain of the statements contained herein are forward-looking
statements within the
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meaning of the Private Securities Litigation Reform Act. Such statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those included in the forward-looking statements. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and assumptions that are difficult to predict. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this release. The Registrant undertakes no
obligation to update any forward-looking statements.
Item 7. Financial Statement and Exhibits.
(a) Financial Statements of the Business Acquired
Not Applicable.
(b) Pro Forma Financial Information
Not Applicable.
(c) Exhibits.
The following Exhibits are hereby filed as part of this Current Report
on Form 8-K:
Exhibit Description
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3.5 # The form of the Articles of Merger of Abbott Mines Limited
and WARP Technology Holdings, Inc.
16.1 # Letter from Williams & Webster, P.S.
99.1 # Press release of the Registrant dated September 3, 2002.
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# Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
WARP Technology Holdings, Inc. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: September 3, 2002
WARP TECHNOLOGY HOLDINGS, INC.
By: /s/ Karl Douglas
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Karl Douglas, CEO and President
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EXHIBIT INDEX
The following Exhibits are filed herewith:
Exhibit Description
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3.5 The form of the Articles of Merger of Abbott Mines Limited and
WARP Technology Holdings, Inc.
16.1 Letter from Williams & Webster, P.S.
99.1 Press release of the Registrant dated September 3, 2002.
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