MIDLAND INC
8-K/A, 1999-06-25
FOOD STORES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 8-KSB/A
                                 CURRENT REPORT

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

                                  May 12, 1999
                                  ------------
                                (Date of Report)

                                  Midland, Inc.
                                  -------------
             (Exact Name of Registrant as specified in its charter)

                                    Colorado
                                    --------
                 (State or other jurisdiction of incorporation)

        0-20697                                           84-1078201
        -------                                           ----------
(Commission File Number)                    (IRS Employer Identification Number)

             1073 4th Street, Ste. 3, Stone Mountain, Georgia 30083
             ------------------------------------------------------
           (Address of principal executive offices including zip code)

                P.O. Box 2469, Stone Mountain, Georgia 30086-2469
                -------------------------------------------------
                      (Mailing address, including zip code)

                                 (770) 413-8734
                                 --------------
               (Registrant's telephone number including area code)

                      1999 Broadway, Ste. 3235, Denver, CO
                      ------------------------------------
          (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.


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<PAGE>


Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits: 16-Resignation Notice from Accountants.


                                   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.

MIDLAND, INC. (Registrant)

By: /s/ Roger F. Tompkins
    -------------------------
    Roger F. Tompkins, Chief Executive Officer

Date: June 24, 1999




                        Exhibit 16 - Accountant's Letter

May 14, 1999

Office of Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Ffith Street, N.W.
Washington, DC 20549

Gentlemen:

We were the previous principal  accountants for Midland, Inc.  (Registrant).  On
March 20, 1999, we reported on the financial statements of Midlands,  Inc. as of
and for the year ended December 31, 1998.

On May 12, 1999, we notified Robert Tompkins,  President and Mark Pierce,  Board
Member  that we  would  no  longer  be  serving  as  Midland,  Inc.'s  principal
accountant. There have been no disagreements concerning accounting principals or
disclosures. We have read item 4 of the Registrant's Form 8-K and agree with the
content.

Very truly yours,

/s/ Harlan & Boettger, LLP
- --------------------------
Harlan & Boettger, LLP

H&B/njs

cc: Robert Tompkins
    Mark Pierce


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