UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED 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): March 26, 1999
MADERA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-16523 95-3769906
(State of other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation) Number)
2600 Douglas Road - Suite 1004, Coral Gables, FL 33134
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 774-9411
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(Former name or former address, if changed since last report)
Total sequentially numbered pages in this document: 7
Exhibit index pages number: ..............................................4 to7
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Item 4. Changes in Registrant's certifying accountants
Registrant was notified by the Staff of the Securities and Exchange
Commission that a resignation letter from registrants certifying accountants,
Harlan & Boettger and that it required an 8K filing. Registrant first received
this letter by fax on the 5th of May, 1999. Registrant had discussed the
advisability of choosing a new accountant with Harlan & Boettger and was in the
process of so doing during March, 1999. On March 26, 1999, Registrant, upon
approval of its Board of Directors, hired new certifying accountants, Sanson,
Kline, Jacomino & Company, of Miami, Florida (See Exhibit B). This event was
reported in the original 8K for this date.
Subsequently, a notice was received from the staff of the SEC
requesting an amended 8K to comply with the requirements of 304(a) of Regulation
S-K. A request was made of the former certifying accountants for a copy of the
letter that they had sent to the SEC. This was received by fax on the 5th of
May, 1999 (see Exhibit A), as indicated above, and it was the first time that
Registrant had seen it.
It should be noted that although it appears that Harlan & Boettger
unilaterally resigned, the change is a result of many conversations leading to a
more efficient involvement with a certifying accountant that had more knowledge
of the cultural and language requirements that are involved in business dealings
in South and Central America.. There were no disputes with the former
accountants and the replacement was one that was mutually agreed to.
The only disputed item is the billing of Harlan & Boettger for work
done beyond the audit. As can be seen from their resignation letter, the fees
for all work involved in the audit were paid in full and the only remaining fee
is one incurred by them without authorization of Registrant.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
MADERA INTERNATIONAL, INC.
(Registrant)
Date: May 27, 1999 By: /s/Ramiro Fernandez-Moris
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Ramiro Fernandez-Moris
Chairman of the Board
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(H&B logo) Harlan & Boettger, LLP
Certified Public Accountants
James C. Harlan III
March 4, 1999 William C. Boettger
P. Robert Wilkinson
Marshall J. Varano
Madera International
Ramiro Fernandez-Morris, President
2600 Douglas Road, suite 1004
Coral Gables, FL 33134
Effective March 4, 1999, we will cease our services as your accountants. We have
reached the decision reluctantly and after substantial deliberation because we
do not feel that we can continue to provide your Company with the level of
services that you require.
We wish to remind you that you have unpaid invoices totaling $6,900. We expect
payment in full of all these invoices immediately.
Subject to your making satisfactory arrangements for payment of your outstanding
invoices, we will cooperate with your new accountants. To facilitate that
process, please send us a letter authorizing us to make disclosures to your new
accountants. Without such a letter, we are ethically prohibited from
communicating with others regarding your company's affairs.
We look forward to helping you make a smooth transition with your new
accountants.
Very truly yours,
/s/ Harlan & Bottger, LLP
Harlan & Boettger, LLP
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
5415 Oberlin Drive * San Diego, California 92121
Telephone (619) 535-2000 * Facsimile (619) 535-2015
Exhibit A
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Sanson, Kline, Jacomino
& Company, LLP
CERTIFIED PUBLIC ACCOUNTANTS Tel. (305)442-2470
Lejeune Centre 782, N.W. Lejeune Road Suite 650 Miami, Florida 33176
Fax (305)442-2850
March 5, 1999
Madera International, Inc.
Regina Fernandez, Executive Vice President
2600 Douglas Road - Suite 1004
Coral Gables, Florida 33134
Dear Regina:
Thank you for meeting with us to discuss the requirements of our forthcoming
engagement.
We will audit the balance sheet of madera International, Inc. as of March 31,
1999, and the related statements of earnings, retained earnings and cash flows
for the year then ended. Our audit will be made in accordance with generally
accepted auditing standards and will include our examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
The objective of our engagement is the completion of the foregoing audit and,
upon their completion and subject to their findings, the rendering of our
reports. As you know, the financial statements are the responsibility of the
management of your organization who are primarily responsible for the data and
information set forth therein, as well as for the maintenance of an appropriate
internal control structure (which includes adequate accounting records and
procedures to safeguard the organization's assets). Accordingly, as required by
generally accepted auditing standards, our procedures will include obtaining
written confirmation from management concerning important representations which
we will rely upon.
As also required by generally accepted auditing standards, we will plan and
perform our audit to obtain reasonable, but not absolute, assurance about
whether the financial statements are
free of material misstatement. Accordingly, any such audit is not a guarantee
of the accuracy of the financial statements and is subject to the inherent risk
that errors, irregularities (or illegal acts), if they exist, might not be
detected. If we become aware of any such matters during the course of our audit,
we will bring them to your attention. Should you then wish us to expand our
normal auditing procedures, we would be pleased to work with you to develop a
separate engagement for that purpose.
Exhibit B
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Because many computerized systems use only two digits to record the year in date
fields (for example, the year 1998 is recorded as 98), such systems may not be
able to process dates accurately in the year 2000 and after. The effects of this
problem will vary from system to system and may adversely affect an entity's
operations as well as its ability to prepare financial statements.
An audit of financial statements conducted in accordance with generally
accepted auditing standards is not designed to detect whether a company's
systems are year 2000 compliant. Further, we have no responsibility with regard
to the Company's efforts to make its systems, or any other systems, such as
those of the Company's vendors, service providers, or any other third parties,
year 2000 compliant or provide assurance on whether the Company has addressed or
will be able to address all of the affected systems on a timely basis. These are
responsibilities of the Company's management. However, for the benefit of
management, we may choose to communicate matters that come to our attention
relating to the Year 2000 Issue.
While our audit will be conducted with due regard to the rules and regulation of
the Securities and Exchange Commission relative to matters of accounting, it
should be understood that our report and the financial statements and schedules
are subject to review by the Commission and to their interpretation of the
applicable rules and regulations.
The Private Securities Litigation Reform Act of 1995 (the Act) has imposed
additional responsibilities on SEC registrants, their managements, audit
committees and boards of directors, as well as independent auditors regarding
the reporting of illegal acts that have or may have occurred. During the course
of our audit, well will ask you for specific representations about this. To
fulfill our responsibilities under the Act, we may need to consult with your
Counsel, or counsel of our choosing, about any such illegal acts that we become
aware of. Additional fees, including legal fees, if any, will be billed to you.
You agree to cooperate fully with any procedures that we may deem necessary to
perform.
In addition, we will prepare the federal and state tax returns for the year
ended March 31, 1999.
Our agreement with you calls for a specific fee of $20,000.00, plus
out-of-pocket expenses (review of prior year workpapers), and is based on the
understanding that your staff will develop that data necessary to prepare
financial statements in accordance with generally accepted accounting
principles. Our fee will be billed in three installments: $5,000.00 payable upon
signing of this agreement, $5,000.00 upon the start of the fieldwork, and
$10,000.00 upon issuance of the financial statements. This engagement includes
only those services specifically described in this letter and appearances before
judicial proceedings or governmental organizations, such as the Internal Revenue
Service, Securities and Exchange Commission or other regulatory bodies, arising
out of this engagement will be billed to you separately.
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We look forward to providing the services described in this letter, as well as
other accounting services agreeable to us both. If you are in agreement with the
terms of this letter, please sign one copy and return it for our files. We
appreciate the opportunity to continue to work with you.
Very truly yours, /s/Sanson, Kline, Jacomino & Company, LLP
SANSON, KLINE, JACOMINO & COMPANY, LLP
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The foregoing letter fully describes our understanding and is accepted by us.
MADERA INTERNATIONAL, INC.
DATE:__3/26/99_______________ ____/s/Ramiro Fernandez_____________
