SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 1, 1999
WINDSWEPT ENVIRONMENTAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-17072 11-2844247
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) identification No.)
100 Sweeneydale Avenue, Bay Shore, New York 11706
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (631) 434-1300
N/A
(Former name or former address, if changed since last report)
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Item 4. Change in Registrant's Certifying Accountant.
A) On December 1, 1999, the Registrant's Board of Directors voted in favor
of dismissing BDO Seidman LLP ("BDO Seidman") as independent accountants to
the Registrant. BDO Seidman's reports on the financial statements of the
Registrant for the fiscal years ended April 30, 1998 and 1999 (the only
periods for which BDO Seidman was engaged as independent accountants) did
not contain any adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope, or accounting
principles, except that BDO Seidman's reports included a reference to a
substantial doubt about the Registrant's ability to continue as a going
concern. In connection with the audits for the fiscal years ended April 30,
1998 and 1999, and through December 1, 1999, there have been no
disagreements with BDO Seidman 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
would have caused them to make reference thereto in their reports on the
financial statements for such years. In connection with the audit of the
financial statements for the year ended April 30, 1998, BDO Seidman
reported to management that two material weaknesses exist in the internal
control structure. These weaknesses are 1) the necessity for the Registrant
to segregate the duties of certain financial department personnel and to
limit these individuals' access to process certain accounts payable and
payroll transactions, their access to blank checks and their access to
facsimile signature stamps, and 2) the necessity for the Registrant to
safeguard supplies of blank accounts payable and payroll checks. In
connection with the audit of the financial statements for the year ended
April 30, 1999, BDO Seidman has not yet issued its report on matters
involving internal control or its operations to the Audit Committee of
the Registrant's Board of Directors. The Registrant issued 22,284,683
shares of Common Stock and 9,346 shares of Series B Preferred Stock to
Spotless Plastics (USA) Inc. under a Subscription Agreement dated October
29, 1999. The Registrant also received $2,000,000 from Spotless Plastics
(USA) Inc. under a Convertible Promissory Note dated October 29, 1999.
BDO Seidman participated in preliminary discussions regarding these
transactions as well as certain options granted to the Registrant's
Chief Executive Officer, but has not been asked to, nor has it, expressed
an opinion regarding these transactions.
There were no other reportable events or disagreements with BDO Seidman to
report as defined in Regulation S-B Item 304 (a) (1) (iv).
Management of the Registrant has addressed the aforementioned weaknesses in
internal control and believes that they have been adequately remedied.
The Registrant has requested that BDO Seidman furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not
it agrees with the above statements. A copy of such letter, dated December
7, 1999, is filed as Exhibit 16 to this Current Report on Form 8-K.
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B) On December 1, 1999, the Registrant's Board of Directors voted in favor
of electing Deloitte and Touche LLP ("Deloitte and Touche") as independent
accountants to the Registrant. The Registrant had not consulted with
Deloitte and Touche regarding the application of any accounting principles
to any individual transaction or group of transactions undertaken by the
Registrant. The Registrant has not consulted with Deloitte and Touche
regarding the type of audit opinion that might be rendered by Deloitte and
Touche as a result of their audit of the Registrant's financial statements.
The Registrant did not consult with Deloitte and Touche on any matter that
was the subject of a disagreement with BDO Seidman.
Item 7. Financial Statements and Exhibits
Exhibit 16 - Letter dated December 7, 1999 from BDO Seidman to the
Securities and Exchange Commission.
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.
WINDSWEPT ENVIRONMENTAL GROUP, INC.
By: /s/ Daniel Rosenberg
Daniel Rosenberg, Chief Financial
Officer
Date: December 8, 1999
[Letterhead of BDO Seidman, LLP]
December 7, 1999
Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549
Gentlemen:
We have been furnished with a copy of the response to Item 4 of the Form
8-K for the event that occurred on December 1, 1999, to be filed by Windswept
Environmental Group, Inc. We agree with the statements made in response to
that Item insofar as they relate to our Firm, except that we make no comment
with respect to Management's statement that it has addressed the identified
weaknesses in internal control and believes that they have been adequately
remedied.
Very truly yours,
/s/BDO Seidman LLP
