CHILDRENS BEVERAGE GROUP INC
8-K, 2000-02-15
BOTTLED & CANNED SOFT DRINKS & CARBONATED WATERS
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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 31, 2000

                      The Children's Beverage Group, Inc.
              (Exact Name of Registrant as Specified in Charter)


          Delaware                      0-28125                 87-0459103
(State or Other Jurisdiction    (Commission File Number)       (IRS Employer
       Incorporation                                        Identification No.)


                    237 Melvin Drive, Northbrook, IL  60062
         (Address of principal executive offices, including zip code)

                                (847) 562-4040
             (Registrant's telephone number, including area code)

         (Former Name or Former Address, if Changed Since Last Report)

                                      N/A
        --------------------------------------------------------------
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Item 4. Changes in Registrant's Certifying Accountant.

     On January 31, 2000, the Company engaged DiRocco & Dombrow, P.A. to become
the Company's new principal accountants. The Registrant issued a press release
announcing the engagement. A copy of the press release is filed as an exhibit
hereto.


Item 7. Financial Statements and Exhibits.

     (a)  Financial Statements
          Not Applicable

     (b)  Pro Forma Financial Information
          Not Applicable

     (c)  Exhibits

                 99.1  Press Release dated January 31, 2000

          -------------------------------------------

                                   SIGNATURE

     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.

                                        The Children's Beverage Group, Inc.

                                        By:   /s/ Jon A. Darmstadter
                                            ------------------------
                                            Jon A. Darmstadter
                                            President
Dated: February 11, 2000

<PAGE>

                                 EXHIBIT 99.1

                     The Children's Beverage Group, Inc.
                Has Selected DiRocco & Dombrow As New Auditors


(NORTHBROOK, IL) The Children's Beverage Group, Inc. (OTC/BB: TCBG) has selected
DiRocco & Dombrow, P.A. a member of AICPA/SEC Practice Sessions as its new
auditors.

Jon Darmstadter, President & CEO of The Children's Beverage Group, Inc. (OTC/BB:
TCBG) states, "We look forward to working with a CPA firm that has shown a real
desire to work with emerging companies like the Children's Beverage Group, Inc.
This should keep our expectations to meet all SEC reporting deadlines for our
Form 10-KSB on target."

Ray DiRocco, President of DiRocco & Dombrow, P.A. states, "We look forward to
our engagement with The Children's Beverage Group, Inc. and bringing them to the
next level based upon a sound business plan and model."

The Children's Beverage Group, Inc. is a unique beverage company directed at the
billion dollar plus children's beverage market. The company's mission and goal
has been to create cutting edge products using the latest in packaging
technology. It features a patented no. 5,941,64209/005,627, "Self-Contained
Fluid Dispensing System," known in the trade as the 'rip it sip it'(TM) system.
The company's products have been marketed by national retailers like
Wal-Mart(R), (NYSE: WMT). The company has been featured on the nationally
broadcast television program "Emerging Public Companies...the Story Behind the
Symbol."


The statements contained in this release which are not historical facts contain
forward-looking information with respect to plans, projections or future
performance of the company: the occurrence of which involves certain risks and
uncertainties that could cause the company's actual results to differ materially
from expected results. Such risks include the timing of implementation and the
scope and success of the program described here.






For more information call
- -------------------------
Jon Darmstadter: 847 562-4040


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