MERIDIAN USA HOLDINGS INC
8-K, 2001-01-19
SUGAR & CONFECTIONERY PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JANUARY 18, 2001

                           MERIDIAN USA HOLDINGS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

   FLORIDA                         0-28223                   65-0510294
---------------                 -------------          ---------------------
(STATE OR OTHER                  (COMMISSION           (IRS EMPLOYER
 JURISDICTION)                    FILE NUMBER)         IDENTIFICATION NUMBER)

                   1356 N.W. 2ND AVENUE, BOCA RATON, FL 33432
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

         REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE 561-417-6800

                                 NOT APPLICABLE
                 (FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


















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<PAGE>

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         Pursuant to a written  consent  dated  January 18,  2001,  the Board of
Director's of Meridian USA Holdings, Inc. (the "Company") approved the dismissal
of Feldman Sherb & Co., P.C.  ("Feldman Sherb") as its independent  accountants'
and  auditors'  of record for the  financial  statements  as of and for the year
ended December 31, 2000.

         The reports of Feldman Sherb on the Company's financial  statements for
the past two years ended  December  31, 1999 and 1998 did not contain an adverse
opinion or a  disclaimer  of opinion  and were not  qualified  or modified as to
uncertainty, audit scope, or accounting principles.

         In connection with the audits of the Company's financial statements for
each of the two fiscal years ended 1999 and 1998, and in the subsequent  interim
periods,  there  were no  disagreements  with  Feldman  Sherb on any  matters of
accounting principles or practices,  financial statement disclosure, or auditing
scope and procedures which if not resolved to the satisfaction of Feldman Sherb,
would have caused Feldman Sherb to make reference to the matter in their report.

         On January 18, 2001, Radin Glass & Co., LLP ("Radin Glass')of New York,
New York  replaced  Feldman Sherb as the Company's  independent  auditors'.  The
Company has not retained Radin Glass during any of the previous years to consult
on 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
Company's  financial  statements  or on any  matter  that was the  subject  of a
disagreement or a reportable event.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

        c)        Exhibits

                  Exhibit #     Description of Exhibit

                  16.1          Letter from Feldman Sherb & Co., P.C.


                                   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.

                                                     Meridian USA Holdings, Inc.


                                                     By:/s/ Mark Streisfeld
                                                     Mark Streisfeld, President

DATED:  January 18, 2001

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