SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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's ("Company's") Board of Directors, on May
12, 2000, dismissed its Auditors, Berg & Company LLP, as a result of a
disagreement with its former Auditors issuing a qualification in their Auditors'
Report for the Company's fiscal year ended April 30, 1999.
(b) The Board of the Company elected to retain special
consultants, Goldstein and Morris Certified Public Accountants, P.C. to review
the qualification contained in the Berg & Company LLP Report. The special
consultants' findings determined that the qualification was not in accordance
with Statement of Auditing Standards, SAS No. 58 (AU 508). A copy of the special
consultants' findings was transmitted to the former Auditors, and the Company
has not received any response from its former Auditors concerning the special
consultants' findings.
The qualification in the prior Auditors' Report resulted in
the Company engaging the services of the special consultants on May 12, 2000 to
act as the Company's regular Auditors to re-audit the fiscal year ended April
30, 1999 to remove the qualification in the former Auditors' Report.
Additionally, the new Auditors, Goldstein and Morris, have been engaged to audit
the Company's financial statement for the fiscal year ended April 30, 2000.
The Goldstein and Morris findings letter is annexed hereto and
marked exhibit 1. A copy of the within 8-K Report has been provided to Berg &
Company LLC and to Goldstein and Morris Certified Public Accountants, P.C.
EXHIBITS
(1) Copy of Goldstein and Morris findings letter to the Company.
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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
May 17, 2000
1ST MIRACLE GROUP, INC.,
F/K/A K-9 PROTECTION, INC.
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(Registrant)
/S/
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ANTHONY J. CATALDO
Chief Executive Officer
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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/
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Alan Goldberger
