U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KSB
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 12, 1999
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(Date of Report)
Midland, Inc.
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(Exact Name of Registrant as specified in its charter)
Colorado
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(State or other jurisdiction of incorporation)
0-20697 84-1078201
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(Commission File Number) (IRS Employer Identification Number)
1073 4th Street, Ste. 3, Stone Mountain, Georgia 30083
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(Address of principal executive offices including zip code)
P.O. Box 2469, Stone Mountain, Georgia 30086-2469
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(Mailing address, including zip code)
(770) 413-8734
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(Registrant's telephone number including area code)
1999 Broadway, Ste. 3235, Denver, CO
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(Former name or former address, if changed since last report)
Item 1. Change in Control of Registrant: None.
Item 2. Acquisition or Disposition of Assets: None.
Item 3. Bankruptcy or Receivership: None.
Item 4. Changes in Registrant's Certifying Accountant: On May 12, 1999, the
Company was notified by and accepted the resignation of Harlan & Boettger, LLP,
as the independent accountants of the Company. The Company has not yet appointed
a replacement. The Company had no disagreement with its former accountant on any
matter of accounting principal or practice, financial statement disclosure or
auditing scope or procedure which would have caused the accountant to make
reference in its report upon the subject matter of the disagreement. Further,
the former principal accountant's report on the financial statements did not
contain an adverse opinion or a disclaimer of opinion or qualification as to
audit scope or accounting principle. The decision to accept the resignation of
Harlan & Boettger was approved by the full Board of Directors since the Company
has no audit or similar committee. The resignation letter of the former
accountants is on file with the Company and the Securities and Exchange
Commission, and is attached to this report as an exhibit.
Item. 5. Other Events: None.
Item 6. Resignation of Registrant's Directors: None.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits: 16-Resignation Notice from Accountants.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BIOPROGRESS INTERNATIONAL, INC. (Registrant)
By: /s/ Roger F. Tompkins
Roger F. Tompkins, Chief Executive Officer
Date: May 12, 1999
Exhibit 16 - Accountant's Letter
May 12, 1999
Midland, Inc.
1073 4th Street, #3
Stone Mountain, GA 30083
Effective May 12, 1999, we will cease our services as your accountants. We have
reached the decision reluctantly and after substantial deliberation because we
can not continue to provide your Company (Commission File Number 0-24736) with
the level of services that you require.
As a reminder, you are required to report a change of accountants within five
days under item 4 on Form 8-K and attach our response to the filing.
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 communication with
others regarding your companies' affairs.
We look forward to helping you make a smooth transition with your new
accountants.
Very truly yours,
/s/ Harlan & Boettger
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Harlan & Boettger, LLP
cc: Mark Pierce
Office of the Chief Accountant
SECPS Letter File
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
