DRAFT
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
ON
FORM 8-K/A
PURSUANT TO SECTION 13 OR 15(D)
OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (date of earliest event reported): February 8, 1999
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UNIVERSAL HEIGHTS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-20848 65-0231984
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
2875 N.E. 191 STREET
SUITE 400A
MIAMI, FLORIDA 33180
(Address of principal executive offices)
(305) 792-4200/(305) 792-4206 (FACSIMILE)
(Registrant's telephone and facsimile numbers, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
The accounting firm of Millward & Co. CPAs represented Universal Heights,
Inc. (the "Company") as its independent accountants during the transition period
from May 1, 1997 to December 31, 1997 and each of the two fiscal years ending
April 30, 1997 and April 27, 1996. The Board of Directors of the Company, upon
recommendation of its Audit Committee, has unanimously determined to dismiss
Millward & Co. CPAs and to appoint Deloitte & Touche LLP as the Company's
independent accountants to audit the Company's financial statements for 1998
effective as of February 8, 1999.
For the transition period from May 1, 1997 to December 31, 1997 and the
two most recent fiscal years and subsequent interim periods through February 8,
1999, during which time Millward & Co. CPAs was the Company's independent
auditor, there were no disagreements between the Company and Millward & Co. CPAs
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of Millward & Co. CPAs would have caused it to make
reference to the subject matter of the disagreement in connection with its
reports. Millward & Co. CPAs report dated March 6, 1998 on the financial
statements of the Company for the transition period from May 1, 1997 to December
31, 1997 and the two most recent fiscal years, for which Millward & Co. CPAs was
the Company's independent auditors, did not contain an adverse opinion or
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
Millward & Co. CPAs did not report to the Company any material weakness in
connection with their audits of the Company's financial statements for the
transition period from May 1, 1997 to December 31, 1997 and the two most recent
fiscal years ending April 30, 1997 and April 27, 1996, and Millward & Co. CPAs
audit reports concerning the Company's financial statements for the transition
period from May 1, 1997 to December 31, 1997 and the two most recent fiscal
years ending April 30, 1997 and April 27, 1996 contained an unqualified opinion.
The Company has authorized Millward & Co. CPAs to respond fully to the inquiries
of Deloitte & Touche LLP concerning all such matters.
During the two most recent fiscal years and any subsequent interim period,
there have been no "reportable events" as defined in Regulation S-B Item
304(a)(1)(iv) for Universal Heights, Inc.
The Company requested and received from Millward & Co. CPAs a letter
addressed to the Securities and Exchange Commission stating that it agrees with
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the statements as set forth above, in connection with this filing. A copy of
that letter dated February 26, 1999 is attached as Exhibit 16 to this filing.
ITEM 5. OTHER EVENTS
Not Applicable.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS.
Not Applicable.
(b) PRO FORMA FINANCIAL STATEMENTS.
Not Applicable.
(c) EXHIBITS.
Exhibit 16. Letter of Millward & Co. CPAs to the Securities and
Exchange Commission dated February 26, 1999.
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNIVERSAL HEIGHTS, INC.
Date: February 26, 1999 By: /s/ Bradley I. Meier
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Bradley I. Meier
President
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Millward & Co. CPAs
2745 W. Cypress Creek Road
Fort Lauderdale, Fl 33309
February 26, 1999
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have read and agree with the statements in Item 4 of Form 8-K/A dated
February 26, 1999 of Universal Heights, Inc.
Very truly yours,
/s/ Millward & Co.
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Millward & Co. CPAs
