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):
September 27, 2001
SURGE COMPONENTS, INC.
(Exact name of registrant as specified in its charter)
New York 0-14188 11-2602030
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
95 E. Jefryn Blvd.
Deer Park, New York 11729
(Address of principal executive
offices including zip code)
(631) 595-1818
(Registrant's telephone number,
including area code)
(Former name or former address, if changed since last report)
Item 5. Other Events.
Investigation
Our investigation as to the questionable payments has concluded.
Due, in part to the previously disclosed resignation of our outside counsel and
such counsel's refusal to be interviewed as part of the investigation, we were
unable to confirm what legal advice was rendered as to the making of such
payments. The investigation did not uncover any additional payments similar to
the previously disclosed "questionable payments". We have taken steps to ensure
that no such payments are made in the future, including requiring that no
payments above $5,000 be made to any party except a party on a list approved by
our audit committee, requiring co-signatures on each check for more than
$10,000, adopting a Code of Conduct, and seeking to add additional Board and
audit committee members, as well as, as soon as feasible, a controller and chief
financial officer. Except for proceedings relating to the potential delisting of
our stock by Nasdaq and the Boston Stock Exchange, we are not aware of any
pending proceedings relating to the questionable payments.
Pro Forma Net Worth
The then remaining $4,521,345 in principal amount of 12%
convertible notes was converted on July 10, 2001 into 1,808,542 shares of common
stock subsequent to May 31, 2001. As a result of such conversion, our pro forma
net worth as of May 31, 2001, assuming that such conversion took place at such
date and without giving any effect to any interest which may be paid on such
notes was $6,298,392, compared to the reported net worth of $1,777,047.
SIGNATURES
Pursuant to the requirements 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 hereunto duly authorized.
SURGE COMPONENTS, INC
(Registrant)
Dated: September 27, 2001 By: /s/ Ira
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Ira Levy, President