GOLDSTEIN AND MORRIS
CERTIFIED PUBLIC ACCOUNTANTS, P.C.
36 WEST 44TH STREET
NEW YORK, NEW YORK 10036
May 4, 2000
Mr. Clifford Brune, CFO
1ST Miracle Group, Inc.
8730 Sunset Blvd.
Suite Penthouse East
West Hollywood, CA 90069
Dear Mr. Brune:
In accordance with our engagement letter as special independent certified public
accountants, we have reviewed the independent auditors' report which accompanied
the financial statements for the years ended April 30, 1999 and 1998 as audited
by Berg & Company LLP.
The auditors issued a qualified opinion because of a scope limitation. According
to our profession's authoritative literature, SAS No. 58 (AU 508), a qualified
opinion should be rendered when there is a scope limitation, a departure from a
generally accepted accounting principle or a going concern issue. A qualified
opinion should not be issued when there is an uncertainty or contingency not
determinable, as long as this wasn't due to a scope limitation.
The explanatory paragraph in the auditors' report is not a scope limitation and
the issuance of a qualified opinion was not appropriate. We have consulted on
this issue with Ms. Julia James of the AICPA Technical Department, Mr. Edward
Loftus, assistant chief accountant, of the United States Securities and Exchange
Commission and our SEC technical consultant Mr. Jeffrey Brimm, CPA. It was their
unanimous consensus that the explanatory paragraph in the auditors' report is
not a scope limitation and the issuance of a qualified opinion was not
appropriate.
If you have any questions or require any additional information do not hesitate
to contact me.
Very truly yours,
/s/ ALAN GOLDBERGER
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Alan Goldberger
