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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K-A1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
May 25, 1999
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Date of Report
(Date of Earliest Event Reported)
FIRST TARGET ACQUISITION, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 0-23905 87-0447497
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(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
210 West Fourth Street, Suite 101
East Stroudsburg, Pennsylvania 18301
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(Address of Principal Executive Offices)
(570) 420-0318
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Registrant's Telephone Number
N/A
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(Former Name and Address of Principal Executive Offices)
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Item 1. Changes in Control of Registrant.
None; not applicable.
Item 2. Acquisition or Disposition of Assets.
None; not applicable.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Jones, Jensen & Company, LLC, Certified Public Accountants, of Salt
Lake City, Utah, audited the financial statements of the Registrant for the
fiscal years ended June 30, 1998 and 1997; these financial statements
accompanied the Registrant's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1998, which was previously filed with the Securities and
Exchange Commission, and which is incorporated herein by reference.
Lazar Levine & Felix, L.L.P., of New York, New York, were engaged on
May 25, 1999, by the Board of Directors of the Registrant to audit the
financial statements of the Registrant for the fiscal year ended June 30,
1999; and the consolidated financial statements of thatlook.com, Inc.,
a New Jersey corporation ("thatlook"), which was acquired by the Registrant
pursuant to an Agreement and Plan of Reorganization dated April 29, 1999 (the
"Plan"), and thatlook's wholly-owned subsidiary, Elective Investments, Inc., a
Pennsylvania corporation, for the year ended December 31, 1998.
There were no disagreements between the Registrant and Jones,
Jensen & Company, whether resolved or not resolved, on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which, if not resolved, would have caused them to make
reference to the subject matter of the disagreement in connection with their
reports.
The reports of Jones, Jensen & Company did not contain any adverse
opinion or disclaimer of opinion, and with the exception of a standard "going
concern" qualification because of the lack of material operations of the
Registrant on the date of the above-referenced Annual Report on Form 10-KSB,
were not qualified or modified as to uncertainty, audit scope or accounting
principles.
During the Registrant's three most recent fiscal years, and since
then, neither Jones, Jensen & Company nor Lazar Levine & Felix, L.L.P. has
advised the Registrant that any of the following exists or is applicable:
(1) That the internal controls necessary for the Registrant to
develop reliable financial statements do not exist, that
information has come to their attention that has lead them
to no longer be able to rely on management's
representations, or that has made them unwilling to be
associated with the financial statements prepared by
management;
(2) That the Registrant needs to expand significantly the scope
of its audit, or that information has come to their
attention that if further investigated may materially impact
the fairness or reliability of a previously issued audit
report or the underlying financial statements or any other
financial presentation, or cause them to be unwilling to
rely on management's representations or be associated with
the Registrant's financial statements for the foregoing
reasons or any other reason; or
(3) That they have advised the Registrant that information has
come to their attention that they have concluded materially
impacts the fairness or reliability of either a previously
issued audit report or the underlying financial statements
for the foregoing reasons or any other reason.
During the Registrant's three most recent fiscal years and since
then, the Registrant has not consulted Lazar Levine & Felix, L.L.P. 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 Registrant's financial statements or any other financial presentation
whatsoever.
The Registrant has provided Jones, Jensen & Company with a copy of
the disclosure provided under this caption of this Report, and has advised it
to provide the Registrant with a letter addressed to the Securities and
Exchange Commission as to whether it agrees or disagrees with the disclosures
made herein. A copy of its response is attached hereto and incorporated
herein by this reference. See Item 7 of this Report.
Item 5. Other Events.
None; not applicable.
Item 6. Resignations of Registrant's Directors.
Harold T. Jenson, who was designated a director of the Registrant
pursuant to the Plan, resigned on May 21, 1999, due to prior business
commitments. Mr. Jenson's resignation was not the result of any disagreement
with the Registrant on any matter relating to its operations, policies or
practices. Following Mr. Jenson's resignation, the remaining members of the
Registrant's Board of Directors unanimously elected Peter Gaskins to fill the
vacancy created thereby, to serve in that capacity until the next annual
meeting of the stockholders and until his successor is elected and qualified
or until his prior resignation or termination.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements
None; not applicable.
(b) Exhibits
13 Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1998*
16 Letter regarding change in certifying accountants
* Incorporated herein by reference.
Item 8. Change in Fiscal Year.
On May 25, 1999, the Board of Directors of the Registrant voted to
adopt a December 31 calendar year. The change from a June 30 fiscal year to a
December 31 calendar year was undertaken in order to conform with the fiscal
year of thatlook.com, which is the operating entity. Accordingly, no
transition report will be filed.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
FIRST TARGET ACQUISITION, INC.
Date: 6-21-99 By: /s/ Gerard A. Powell
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President and Director
[Letterhead of Jones, Jensen & Company]
May 26, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: First Target Acquisition, Inc., a Nevada corporation (the
"Company")
Ladies and Gentlemen:
We were previously the independent accountants for the Company and
on July 31, 1998, we reported on the financial statements of the Company for
the fiscal years ended June 30, 1998 and 1997. On May 25, 1999, we were
replaced as the independent accountants of the Company following a
reorganization with thatlook.com, Inc., a New Jersey corporation.
We have read the Company's statements included under Item 4 of its
Current Report on Form 8-K dated May 25, 1999 and have no disagreements with
the disclosure made therein.
Very truly yours,
/s/ Jones, Jensen & Company
Jones, Jensen & Company
