<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 26, 2000
The Children's Beverage Group, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-28125 87-0459103
(State or Other Jurisdiction of (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
-------------------------------------------------------
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
In a letter dated January 21, 2000, addressed to Jon A. Darmstader, BDO
Seidman, LLP informed The Children's Beverage Group, Inc. (the "Company") of its
intention to resign as the Company's independent auditor as of the date of the
letter.
According to BDO Seidman, LLP, the Company does not meet their "risk
profile." Except for the matter described above, the Company is not aware of any
other "disagreements" between the Company and BDO Seidman, or any other
"reportable events" as defined in Item 304 of Regulation S-K, during fiscal 1999
or 1998 or the interim period preceding BDO Seidman's resignation as the
Company's independent auditors.
The Company has provided BDO Seidman with a copy of this Form 8-K and has
requested BDO Seidman to furnish a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the above statements. A copy
of such letter will be filed as an exhibit to an amendment to this Form 8-K
pursuant to Item 304 (a) (3) of Regulation S-K.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
16.1 Letter from BDO Seidman, LLP resigning as independent
auditor to the Company
* 16.2 Letter from BDO Seidman, LLP pursuant to Item 304 (a) (3)
of Regulation S-K
_________________________________
* To be filed by amendment
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: January 26, 2000
<PAGE>
EXHIBIT 16.1
BDO Seidman, LLP 233 North Michigan Avenue, Suite 2500
Accountants and Consultants Chicago, Illinois, 60601
Telephone (312) 856-9100
Fax (312) 856-1379
January 21, 2000
Mr. Jon Darmstadter
Chairman
The Children's Beverage Group, Inc.
237 Melvin Drive
Northbrook, Illinois 60062
Dear Mr. Darmstadter:
We recently re-evaluated our relationship with your company and concluded that
you no longer meet our risk profile. Thus, this is to inform you that the
client-auditor relationship between The Children's Beverage Group, Inc. and BDO
Seidman, LLP has ceased.
You are required to file a Form 8-K with the Securities and Exchange Commission
within five days regarding this matter.
Very truly yours,
BY: /s/ BDO Seidman, LLP
-----------------------------------
BDO Seidman, LLP
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Richard Hanik
