COLORADO CASINO RESORTS INC
8-K, 2000-02-07
MISCELLANEOUS AMUSEMENT & RECREATION
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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): February 2, 2000

                         Commission File Number: 0-24846

                          COLORADO CASINO RESORTS, INC.
             (Exact name of Registrant as specified in its Charter)


           Texas                                                84-1303693
- -------------------------------                             -------------------
(State or other jurisdiction of                               (IRS Employer
 incorporation or organization)                             Identification No.)

                             One South Nevada Street
                                    Suite 200
                           Colorado Springs, CO 80903
                                 (719) 635-7047
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)


      SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:
                         Common Stock, $0.001 Par Value
                                (Title of Class)

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<PAGE>
ITEM 4.

Colorado Casino Resorts,  Inc., (OTC: CCRI or the  "registrant"),  has dismissed
Moore Stephens P.C. as its independent accountants.

The independent accountant's report on the financial statements for the past two
years did not contain an adverse opinion or a disclaimer of opinion; however, it
was  modified as to  uncertainty  with  respect to the  registrant's  ability to
continue the business as a going concern.

The decision to change accountants was approved by the board of directors.

During the registrant's two most recent fiscal years and the subsequent  interim
period  preceding this dismissal,  there were no  disagreements  with the former
accountant  on any  matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope or procedure, which disagreement(s),  if
not resolved to the satisfaction of the former accountant,  would have caused it
to make  reference to the subject  matter of the  disagreement(s)  in connection
with its report.

The former  accountant  did not advise the  registrant  that  internal  controls
necessary  to develop  reliable  financial  statements  did not  exist,  or that
information  had  come  to the  accountant's  attention  which  resulted  in the
accountant  being  unwilling  to  rely  on  management's  representations  or be
associated with the financial statements,  or that the scope of the audit needed
to be  significantly  expanded,  or that  information  came to the  accountant's
attention  which  could  materially  impact  previously  issued  or to be issued
financial statements.

A new  accountant  has not been  engaged  to audit  the  consolidated  financial
statements of the registrant.



                                                      February 2, 2000




Colorado Casino Resorts, Inc.
One South Nevada Street
Suite 200
Colorado Springs, Colorado  80903

Gentlemen:

     This is to confirm that the  client-auditor  relationship  between Colorado
Casino Resorts,  Inc. (Commission File Number 0-24846) and Moore Stephens, P. C.
has ceased.

                                             Very truly yours,



                                             MOORE STEPHENS, P.C.
                                             Certified Public Accountants.


cc:  Office of the Chief Accountant
     SECPS Letter File
     Securities and Exchange Commission
     Mail Stop 11-3
     450 Fifth Street, N.W.
     Washington, D.C. 20549




                                                          February 2, 2000




Securities and Exchange Commission 450 5th Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

     We have read the  statements  made by Colorado  Casino  Resorts,  Inc. (the
"Company")  (Commission File No. 0-24846) which we understand will be filed with
the  Securities  and Exchange  Commission  (the  "Commission"),  pursuant to the
requirements  of Item 4 of Form 8-K, as part of the Company's  current report on
Form 8-K, to be filed with the Commission by February 4, 2000. We agree with the
statements made concerning Moore Stephens, P. C. in such Form 8-K.

                                                  Sincerely,



                                                  MOORE STEPHENS, P. C.



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