8-K, 2000-12-22
Previous: PROQUEST CAPITAL CORP, 10SB12G/A, EX-27, 2000-12-22


                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                December 20, 2000
                Date of Report (date of earliest event reported)

                             MILESTONE CAPITAL, INC.
             (Exact name of registrant as specified in its charter)

          Colorado                   33-15096-D                   84-1111224
          --------                   ----------                   ----------
(State or other jurisdiction         (Commission                 (IRS Employer
     of incorporation)               File Number)                 I.D. Number)

                       26 West Dry Creek Circle, Suite 600
                            Littleton, Colorado 80120
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (303) 794-9450

          (Former name or former address, if changed since last report)


Item 4. Changes in Registrant's Certifying Accountant.

     Pursuant to Item 304 of Regulation S-K, the Company makes the following

(i) On December 20, 2000, Larry Legel, Certified Public Accountant, 5100 North
Federal Highway, #409, Fort Lauderdale, Florida 33308, Certifying Accountant for
Milestone Capital, Inc. (the "Company") was dismissed as Certifying Accountant
for the Company due to it being more convenient for the Company to have its
certifying accountant in the same metropolitan area as its principal office.

(ii) None of Larry Legel's prior reports on the Company's financial statements
for the past two years contained an adverse opinion or disclaimer of opinion, or
was modified as to uncertainty, audit scope or accounting principle.

(iii) The appointment of the new certifying accountant was recommended by the
Company's Board of Directors acting as the Company's Audit Committee and
approved by the Company's Board of Directors.

(iv) During the Company's two most recent fiscal years and subsequent interim
period up to the date of the change in certifying accountant, there were no
disagreements with Larry Legel on any matter of accounting principle or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if any, not resolved to the satisfaction of Larry Legel, would
have caused Larry Legel to make a reference to the subject matter of the
disagreement(s) in connection with his report.

(v) Effective December 21, 2000 the Company has engaged the accounting firm of
Angell & Deering, Certified Public Accountants, 3801 E. Florida, Denver,
Colorado, as Certifying Accountant for the year ending December 31, 2000.

(vi) The Company did not consult with Angell & Deering, with regard to any
matter concerning the application of accounting principles to any specific
transactions, either completed or proposed, or the type of audit opinion that
might be rendered with respect to the Company's financial statements prior to
engaging the firm.

(vii) The Company has requested that Larry Legel review the disclosure in this
Report and that Larry Legel has been given the opportunity to furnish the
Company with a letter addressed to the Commission containing any new
information, clarification of the Company's expression of its views, or the
respects in which it does not agree with the statements made by the Company
herein. Such letter is filed as an exhibit to this Report.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     1. Statement of former certifying accountant in response to the information
disclosed under Item 4 of this Report.


                                   LARRY LEGEL
                           CERTIFIED PUBLIC ACCOUNTANT
                        5100 North Federal Highway, #409
                            Fort Lauderdale, FL 33308

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


     We have read and agree with the comments in Item 4 of Form 8-K of Milestone
Capital, Inc. dated December 20, 2000.

                                         /s/ LARRY LEGEL
                                         LARRY LEGEL
                                         CERTIFIED PUBLIC ACCOUNTANT

Fort Lauderdale, Florida
December 20, 2000



     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.

     Dated: December 20, 2000

                                            MILESTONE CAPITAL, INC.

                                            by: /s/ Earnest Mathis, Jr.
                                            Earnest Mathis, Jr.
                                            Chief Executive Officer

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