SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amended Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 15, 1997
D.H. Marketing & Consulting, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 033-91240 88-0330263
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(State of incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
HC 77 394 B Route 209 Milford, PA 18337-9444
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (717) 296-8515
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Item 4. Changes in Registrant's Certifying Accountant
On December 15, 1997 the Registrant's certifying accounting firm, Niessen,
Dunlap & Pritchard, P.C. ("NDP") resigned as the Registrant's auditors. The
decision was based on NDP's decision to discontinue any SEC practice work and
its withdrawal from the SEC Division of firms of the American Institute of
Certified Public Accountants. NDP has served as the Registrant's independent
certified public accountants for each of the two years in the period ended
December 31, 1996 and for the nine months ended September 30, 1997. NDP's
reports on the financial statements of the Registrant for the years ended
December 31, 1995 and 1996 and for the nine months ended September 30, 1997
did not contain an adverse opinion or disclaimer of opinion or was not
qualified or modified as to uncertainty, audit scope or accounting principles,
except that the report for the nine months ended September 30, 1997 was
modified for a scope limitation relating to the Registrant's investment in a
24% owned affiliate. Pursuant to the terms of their engagement, NDP did not
audit the Registrant's 24% owned affiliate and they were unable to satisfy
themselves as to the carrying value of this investment by other auditing
procedures. There were no disagreements with NDP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope of
procedure during the two years ended December 31, 1996, the nine months ended
September 30, 1997, or from the period from October 1, 1997 through December
15, 1997 (the date of resignation).
The Registrant's notification letter from NDP is attached hereto as an
exhibit.
SIGNATURES
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.
D.H. MARKETING & CONSULTING, INC.
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(Registrant)
December 29, 1997
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Date
By: /s/ DAVID D. HAGEN
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David D. Hagen, President
Exhibit 16
[Letterhead of Niessen, Dunlap & Pritchard, P.C. appears here]
December 29, 1997
Securities and Exchange Commission
Washington, DC 20549
Re: D.H. Marketing & Consulting, Inc.
File No. 033-91240
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of D.H. Marketing & Consulting, Inc. dated
December 29, 1997, and agree with the statements contained therein.
Very truly yours,
/s/ Niessen, Dunlap & Pritchard, P.C.
NIESSEN, DUNLAP & PRITCHARD, P.C.
[590 Bethlehem Pike, P.O. Box 606, Colmar, PA 18915-0606
215-997-7200 - FAX 215-997-7295]
