CAMBRIDGE HOLDINGS LTD
8-K, 2000-02-25
OPERATORS OF NONRESIDENTIAL BUILDINGS
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<PAGE>   1
                     U.S. 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

                            CAMBRIDGE HOLDINGS, LTD.
        (Exact name of small business issuer as specified in its charter)

Date of Report:  February 25, 2000

           Colorado                     0-12962                 84-0826695
- -------------------------------       ------------        ----------------------
(State or other jurisdiction of       (Commission              (IRS Employer
 incorporation or organization)       File Number)        Identification Number)

          1722 Buffehr Creek Road,
             Vail, Colorado                                        81657
- ---------------------------------------                         ----------
(Address of principal executive offices)                        (Zip Code)

Issuer's telephone number, including area code      (970) 479-2800
                                                ---------------------

Item 4.  Changes in Registrant's Certifying Accountant

         (a)  Previous independent accountants

              (i)   On February 24, 2000, BDO Seidman, LLP resigned as
                    independent accountants for Cambridge Holdings, Ltd.

              (ii)  The reports of BDO Seidman, LLP on the financial statements
                    for the past two fiscal years contained no adverse opinion
                    or disclaimer of opinion and were not qualified or modified
                    as to uncertainty, audit scope or accounting principle.

              (iii) The Registrant's Board of Directors participated in and
                    approved the decision to change independent accountants.

              (iv)  In connection with its audits for the two most recent fiscal
                    years and through February 24, 2000, there have been no
                    disagreements with BDO Seidman, LLP on any matter of
                    accounting principles or practices, financial statement
                    disclosure, or auditing scope or procedure, which
                    disagreements if not resolved to the satisfaction of BDO
                    Seidman, LLP would have caused them to make reference
                    thereto in their report on the financial statements for such
                    years.
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              (v)   During the two most recent fiscal years and through February
                    24, 2000, there have been no reportable events (as defined
                    in Regulation S-K Item 304(a)(1)(v)).

              (vi)  The Registrant has requested that BDO Seidman LLP furnish it
                    with a letter addressed to the SEC stating whether or not it
                    agrees with the above statements. A copy of such letter,
                    dated February 25, 2000, is filed as Exhibit 16 to this Form
                    8-K.

         (b) New independent accountants

              The Registrant has engaged AJ. Robbins, P.C. as its new
              independent accountants as of February 24, 2000. During the two
              most recent fiscal years and through February 24, 2000, the
              Registrant has not consulted with AJ. Robbins, P.C. regarding
              either (i) the application of accounting principles to a specific
              transaction, either completed or proposed; or the type of audit
              opinion that might be rendered on the Registrant's financial
              statements, and either a written report was provided to the
              Registrant or oral advice was provided that AJ. Robbins, P.C.
              concluded was an important factor considered by the Registrant in
              reaching a decision as to the accounting, auditing or financial
              reporting issue; or (ii) any matter that was either the subject of
              a disagreement, as that term is defined in Item 304(a)(1)(iv) of
              Regulation S-K and the related instructions to Item 304 of
              Regulation S-K, or a reportable event, as that term is defined in
              Item 304(a)(1)(iv) of Regulation S-K.

Item 7. Financial Statements and Exhibits

              (a) Letter from BDO Seidman, LLP dated February 25, 2000.


                                   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, thereunto duly authorized.

                                        CAMBRIDGE HOLDINGS, LTD.

February 25, 2000                       By:  /s/ Gregory Pusey
                                            ------------------------------------
                                             Gregory Pusey
                                             President, Treasurer and Director


                                  Page 2 of 2
                                    Form 8-K



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