SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 12(g) and 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 or other (Commission File No.) (IRS Employer ID No.)
jurisdiction of incorporation)
2600 Douglas Road - Suite 1004, Coral Gables, FL 33134
- ------------------------------------------------------- --------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (305) 774-9411
Totally sequentially numbered pages in this document: 6
Exhibit index pages number: 3
<PAGE>
Item 4. Changing Accountants
- ------- --------------------
On March 26, 1999, the Board of Directors of Registrant voted to
appoint Sanson, Kline, Jacomino & Company, LLP - Certified Public Accountants
as Auditors for the current year ending March 31, 1999. An engagement letter
(See Exhibit "A" attached hereto) was signed on that same date engaging that
firm for the annual Audit. This firm is located in Miami, Florida, which makes
it more convenient to establish communication links.
The previous Auditors, Harlan & Boettger, CPAs, of San Diego,
California had been the Auditors for several years. The Registrant notified
them of the desire to choose accountants that were local and that had knowledge
of operations in Spanish Speaking environments.
The change is strictly a result of convenience for management and
for required communication skills needed when conducting business in rural
locations in South America.
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 hereunto duly authorized.
MADERA INTERNATIONAL, INC.
Date: March 26, 1999 /s/ Ramiro Fernandez-Moris
------------------------------
Ramiro Fernandez-Moris, Chairman
-2-
<PAGE>
EXHIBITS
1. Exhibit "A" .................................. Engagement letter-Page 4-6
-3-
<PAGE>
SANSON, KLINE, JACOMINO & COMPANY, LLP
CERTIFIED PUBLIC ACCOUNTANTS Tel. (305) 442-2470
Fax (305) 442-2850
Lejeune Centre 782 N.W. Lejeune Road Suite 650 Miami, Florida 33176
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 statement 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.
-4-
<PAGE>
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.
-5-
<PAGE>
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,
SANSON, KLINE, JACOMINO & COMPANY, LLP
The foregoing letter fully describes our understanding and is accepted by us.
MADERA INTERNATIONAL, INC.
DATE:____________________ _______________________________________
-6-
