SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) MAY 12, 2000
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1ST MIRACLE GROUP, INC., F/K/A K-9 PROTECTION, INC.
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Exact name of Registrant as specified in its Charter)
NEVADA
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(State of other jurisdiction of incorporation)
0-27007 88-047481
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Commission File No. I.R.S. Employer Identification
8730 SUNSET BOULEVARD, PENTHOUSE EAST
WEST HOLLYWOOD, CALIFORNIA 90069
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Address of principal executive offices Zip Code
(310) 360-7490
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Registrant's telephone number,
including area code
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) The Registrant ("Company") on May 12, 2000, by the
resolution of its Board of Directors, resolved to dismiss the auditing firm of
Berg & Co. LLP ("Berg"). Berg's report on the Company's financial statement for
the fiscal year ended April 30, 1999 contained an improper qualification. The
Company disagreed with the qualification in the Berg audited report and engaged
Goldstein and Morris Certified Public Accountants, ("Goldstein and Morris") P.C.
as special consultants to review the Berg qualification. Goldstein & Morris as
special consultants advised the Company that in accordance with SAS No. 58 (AU
508), a qualified opinion should be rendered only when there is a scope
limitation, departure from generally accepted accounting principals or going
concern issue. The special consultants further advised that a qualified opinion
should not be issued when there is an uncertainty or contingency not
determinable, as long as the uncertainty or contingency was not due to a scope
limitation. As such, the Company contends that the except for paragraph
contained in the auditor's report for fiscal year ended April 30, 1999 is not
appropriate. Annexed hereto and made a part of this report is a copy of the
special consultant's report transmitted to Berg by the Company concerning the
findings that the qualification is not appropriate.
The Company's former accountant has not advised the Company that there
is any issue with respect to the Company's internal controls or that there is a
need to develop more reliable financial statements. Additionally, the Company's
former accountant has not advised the Company that information has come to the
accountant's attention that has led it to no longer be able to rely on
management's representations, or that the former accountant would be unwilling
to be associated with the financial statement prepared by management. The
Company's former accountant has not advised the Company of the need to
significantly expand the scope of its audit, or that information had come to the
former accountant's attention for the preceding two most recently completed
fiscal years and through May 12, 2000 that would materially impact fairness and
reliability of previously issued audit reports or underlying financial
statements or the financial statements issued or to be issued.
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A copy of the 8-K Report filed May 17, 2000 and the within 8-K/A Report
have been provided to Berg & Co. LLP and to Goldstein & Morris Certified Public
Accountants, P.C. prior to or contemporaneously with the filing of the
respective reports. The Company has requested its former accountant to furnish
it with a letter addressed to the Commission stating whether it agrees with the
statements made by the Company in the respective 8-K reports. No letter has been
furnished by the former accountants as of the filing of this report.
(b) The Board of Directors of the Company elected to retain
Goldstein & Morris as the Company's regular auditors as of May 16, 2000 to
re-audit the fiscal year ended April 30, 1999 to issue their report as well as
to audit the Company's financial statements for the fiscal year ended April 30,
2000. The Company's former auditors have conferred with Goldstein & Morris and
have turned over work papers to assist Goldstein & Morris in its re-audit of
fiscal year 1999 and its fiscal year 2000 audit.
EXHIBITS
16.1 Copy of Goldstein and Morris findings letter to the Company.
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: West Hollywood, CA
June 19, 2000
1ST MIRACLE GROUP, INC.,
F/K/A K-9 PROTECTION, INC.
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(Registrant)
/S/ CLIFFORD D. BRUNE
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CLIFFORD D. BRUNE
Chief Financial Officer
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