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): FEBRUARY 16, 2000
THE MNI GROUP INC.
10 WEST FOREST AVENUE, ENGLEWOOD, NEW JERSEY 07631
(201) 569-1188
INCORPORATED UNDER THE LAWS COMMISSION FILE I.R.S. EMPLOYER
OF STATE OF NEW JERSEY NUMBER IDENTIFICATION NUMBER
0-18349 22-2380325
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
The Board of Directors of The MNI Group Inc. (the "Company") approved
the replacement of Lipner, Gordon & Co. LLP (the "Former Accountants") as the
Company's independent outside accountants and the selection of Goldstein & Ganz
P.C. as the Company's new independent outside accountants.
The report of the Former Accountants on the financial statements of the
Company for the fiscal year ended January 31, 1999 contained no adverse opinion
or disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles. The report was qualified as to the
Company's ability to continue as a going concern.
The report of the Former Accountants on the financial statements of the
Company for the fiscal year ended January 31, 1998 contained no adverse opinion
or disclaimer of opinion and was not qualified or modified as to audit scope or
accounting principles. The report was qualified as to the Company's ability to
continue as a going concern.
During the Company's fiscal years ended January 31, 1999 and 1998 and
through the date of this report, there were no disagreements with the Former
Accountants 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 the Former Accountants, would have caused
them to make reference thereto in their report on the financial statements for
such years.
During the fiscal years ended January 31, 1999 and 1998 and through the
date of this report, the Former Accountants did not advise the Company with
respect to the matters described in paragraphs (a)(1)(v)(A) through (D) of Item
304 of Regulation S-K.
The Company engaged Goldstein & Ganz P.C. as its new independent
accountants effective February 16, 2000. During the two fiscal years preceding
its appointment and through the date hereof, the Company had not consulted with
Goldstein & Ganz P.C. on items regarding:
(i) Either: 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 registrant's financial statements, and either a written
report was provided to the registrant or oral advice was provided that the new
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accountant 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
defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related
instructions thereto) or a reportable event (as described in paragraph (a)(1)(v)
of Item 304 of Regulation S-K).
The Company has provided the Former Accountants with a copy of the
foregoing disclosures and has requested in writing that the Former Accountants
furnish it with a letter addressed to the Securities and Exchange Commission
(the "SEC") stating whether or not it agrees with such disclosures. A copy of
such letter is filed as an exhibit to this report in accordance with Item 601 of
Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) The letter of the Former Accountants is filed as an exhibit to this
report in accordance with the provisions of Item 601 of Regulation S-K.
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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 thereunto duly authorized.
THE MNI GROUP INC.
By: /s/ ARNOLD GANS
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Arnold Gans
President
Date: February 17, 2000
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LIPNER, GORDON & CO. MEMBERS
CERTIFIED PUBLIC ACCOUNTANTS AMERICAN INSTITUTE OF
185 GREAT NECK ROAD, GREAT NECK, NEW YORK 11021 CERTIFIED PUBLIC ACCOUNTANTS
TEL (516) 487-4070 - FAX (516) 773-4289 NEW YORK STATE SOCIETY OF
CERTIFIED PUBLIC ACCOUNTANTS
NATIONAL CONFERENCE OF
CPA PRACTITIONERS
EXHIBIT 16
February 17, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: The MNI Group Inc.
File Ref. No. 0-18349
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We were previously the principal accountants for The MNI Group Inc.
and, under the date of May 6, 1999, we reported on the consolidated financial
statements of The MNI Group Inc. and subsidiaries as of and for the years ended
January 31, 1999 and 1998. On February 16, 2000, our appointment as principal
accountants was terminated. We have read The MNI Group Inc.'s statements
included under Item 4 of its Form 8-K dated February 16, 2000 and we agree with
such statements.
/s/ LIPNER, GORDON & CO. LLP
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Lipner, Gordon & Co. LLP
