DRAFT
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
CURRENT REPORT
ON
FORM 8-K
PURSUANT TO SECTION 13 OR 15(D)
OF THE
SECURITIES EXCHANGE ACT OF 1934
----------------------
Date of Report (date of earliest event reported): February 8, 1999
----------------------
UNIVERSAL HEIGHTS, INC.
(Exact name of registrant as specified in its charter)
----------------------
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)
================================================================================
<PAGE>
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. CPA's 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.
During the Company's transition period from May 1, 1997 to December 31,
1997 and the two most recent fiscal years and subsequent interim periods, for
which Millward & Co. CPA's were the Company's independent auditors, there were
no disagreements between the Company and Millward & Co. CPA's 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. CPA's would have caused it to make reference to the subject
matter of the disagreement in connection with its reports. Millward & Co. CPA's
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. CPA's 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. CPA's 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. CPA's
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. CPA's 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. CPA's a letter
addressed to the Securities and Exchange Commission stating that it agrees with
2
<PAGE>
the statements as set forth above, in connection with this filing. A copy of
that letter dated February 12, 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 12, 1999.
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable.
3
<PAGE>
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 12, 1999 By:
--------------------------------
Bradley I. Meier
President
4
<PAGE>
Millward & Co., CPAs
2745 W. Cypress Creek Road
Fort Lauderdale, Fl 33309
February 12, 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 dated
February 12, 1999 of Universal Heights, Inc.
Very truly yours,
/s/ Millward & Co.
- --------------------
Millward & Co., CPAs
