UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 28, 2000
Commission File Number: 0-21457
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MORGAN COOPER, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2254391
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
214 West 39th Street, #1006, New York, New York 10018
(Address of principal executive offices)
(212) 719-3039
(Issuer's telephone number, including area code)
Goung Hei Investment Co., Ltd.
16910 Dallas Parkway, Suite 100, Dallas, Texas 75248
(Former name, former address and former fiscal year,
if changed since last report)
<PAGE>
Item 4. Change in Registrant's Certifying Accountants
Pursuant to a letter dated December 28, 1999, Morgan Cooper,
Inc. (the "Registrant") was informed by its auditors, S. W.
Hatfield, CPA, that the firm would no longer be representing the
Registrant as its accountants. The Registrant's Board of
Directors subsequently accepted the auditors' resignation.
In connection with the audits of the fiscal year ended June
30, 1999, and up to the date of resignation, there were no
disagreements between the Registrant and Hatfield regarding any
matter of accounting principles or practice, financial statement
disclosure, or auditing scope or procedure, which disagreements
if not resolved to their satisfaction would have caused them to
make reference in connection with their opinion to the subject
matter of the disagreement, and the firm has not advised the
registrant of any reportable events.
The accountant's report on the financial statements for the
previous fiscal year did not contain an adverse opinion or a
disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope, or accounting principles.
Filed herewith as an Exhibit is a letter of Hatfield,
addressed to the Commission, stating his termination, and a
second letter, dated February 28, 2000, indicating agreement with
the Registrant's response to this Item 4.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
The following exhibits are filed with this report:
1) Letter from S. W. Hatfield to the Company dated
December 28, 1999; and
2) Letter from S. W. Hatfield to the Commission dated
February 28, 2000.
SIGNATURES
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.
Dated: March 21, 2000
MORGAN COOPER, INC.
/s/ Gary Kotler
Chief Financial Officer
<PAGE>
Exhibit to 8-K
S. W. HATFIELD, CPA
9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75243-7212
Gentlemen:
Mr. Morgan Cooper, President
GOUNG HEI INVESTMENT CO., LTD.
214 West 39th Street, Suite 1006
New York, New York 10018
Dear Mr. Cooper:
We hereby resign as independent auditors for Goung Hei Investment
Co., Ltd, effective immediately.
We hereby confirm that the client-auditor relationship between
Goung Hei Investment Co., Ltd. (SEC File # 33-27439FW) and S. W.
Hatfield, CPA (formerly S. W. Hatfield + Associates) has ceased.
Very truly yours,
S. W. HATFIELD, CPA
/s/ Scott W. Hatfield
Scott W. Hatfield, CPA
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, NW
Washington, DC 20549
<PAGE>
Exhibit to 8-K
S. W. HATFIELD, CPA
9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75243-7212
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
This firm has reviewed Item 4 - Changes in Registrant's
Certifying Public Accountant of the Form 8-K to be filed by
Morgan Cooper, Inc. (formerly Goung Hei Investment Co., Ltd. (SEC
File # 33-27439FW)) on or about February 28, 2000.
We have no disagreements with the statements made within Item 4
of the referenced 8-K.
Yours truly,
S. W. Hatfield, CPA
/s/ Scott W. Hatfield
Scott W. Hatfield, CPA
for the firm
