-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CAdIT7hdJ17rZruoltJmoJrqs4Hp7sr9rd22rZCUwgj76JsrvHEWzhhGJwKyH8jF 7GNzLVLTSEXOwAz+VOsFSA== 0000950147-01-502077.txt : 20020413 0000950147-01-502077.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950147-01-502077 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20011211 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEVADA HOLDING GROUP INC /NV/ CENTRAL INDEX KEY: 0001134011 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-32321 FILM NUMBER: 1822730 BUSINESS ADDRESS: STREET 1: 4729 LOMAS SANTE FE STREET CITY: LAS VEGAS STATE: NV ZIP: 89147-6028 BUSINESS PHONE: 702-220-3120 MAIL ADDRESS: STREET 1: 4729 LOMAS SANTE FE STREET CITY: LAS VEGAS STATE: NV ZIP: 89147-6028 FORMER COMPANY: FORMER CONFORMED NAME: NEVADA HOLDINGS GROUP INC DATE OF NAME CHANGE: 20010207 8-K/A 1 e-7909.txt AMENDMENT NO. 1 TO CURRENT REPORT DATED 12-11-01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K/A (AMENDMENT NO. 1) 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 11, 2001 COMMISSION FILE NUMBER: 0-32321 NEVADA HOLDING GROUP, INC. (Exact name of registrant as specified in its charter) NEVADA 88-0440989 (State of jurisdiction of Incorporation) (I.R.S. Employer Identification No.) 4729 LOMAS SANTE FE STREET, LAS VEGAS, NEVADA 89147-6028 (Address of principal executive offices) (Zip Code) Registrants telephone number, including area code (702) 220-3120 N/A (Former name, former address and former fiscal year, if changed since last report) Total Number of Pages: 7 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. CHANGE OF CERTIFIED PUBLIC ACCOUNTANTS: On November 12, 2001, The Company received a letter dated November 8, 2001 that stated PLEASE TAKE NOTICE, our firm, Ovist & Howard, CPA's, is no longer performing SEC engagements, and therefore must withdraw as the accountant of record. It was recommended to the Board of Directors that the Company change accounting firms and the Board approved. The Company prepared the Form 8K as rapidly as possible due to the delay caused by locating a suitable accounting firm. The accountant's report on the financial statements for the two most recent fiscal years did not contain any adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles except for a fourth explanatory paragraph describing going concern contingencies. The accountants statement regarding their concern that the Company will continue as a going concern was addressed in the footnotes to the financial statements. Note 4 - Subsequent Events. Subsequently to December 31, 2000, the Company issued 591,000 shares of common stock at $.10 per share for additional working capital. This should have been expanded to include that the Company had developed its business plan to commence operations as a consulting business. During the Company's two most recent fiscal years and any subsequent interim period preceding the date of resignation, there were not any disagreements with the former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. On December 11, 2001, this Corporation has engaged the services of Beadle, McBride & Reeves, LLP, Certified Public Accountants, to provide audited financial statements for the year ending December 31, 2001. ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS: The information on other materially important events reported on the 8/K filed on December 17, 2001 contained information that was premature. 2 The Proxy Statement and Special Meeting of the Stockholders have been postponed to enable the Company to comply with current regulations. The Company must complete a "Stock Exchange Agreement" and "Registration Statement" or meet the requirements for an exemption. A Special Meeting of the Stockholders will be called or the matter will be addressed at the Annual Meeting of the Stockholders. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS EXHIBIT 16.1 -- Letter from former accountants, Ovist & Howard, Inc., Certified Public Accountants, incorporated herein by reference. EXHIBIT 16.2 -- Letter from Beadle, McBride & Reeves, LLP, Certified Public Accountant, incorporated herein by reference. EXHIBIT 16.3 -- Letter dated November 8, 2001, from former accountants, Ovist & Howard, Inc., Certified Public Accountants, incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NEVADA HOLDING GROUP, INC. Registrant December 20, 2001 /s/ Melanie S. Meinders - ----------------- --------------------------------- Melanie S. Meinders Director and President 3 EX-16.1 3 ex16-1.txt LETTER FROM OVIST & HOWARD, INC. Exhibit 16.1 OVIST & HOWARD, INC. CERTIFIED PUBLIC ACCOUNTANTS A PROFESSIONAL SERVICES CORPORATION - -------------------------------------------------------------------------------- 7 COMMERCE CENTER DRIVE SUITE A HENDERSON, NEVADA 89014 (702) 456-1300 FAX (702) 456-6155 December 21, 2001 Securities and Exchange Commission Mail Stop 11-3 450 5th Street Washington, DC 20549 Dear Sir or Madam: We have read and agree with the comments in Item 4 of Form 8-k of Nevada Holding Group, Inc., dated December 11, 2001. Yours very truly, /s/ Ovist & Howard Ovist & Howard, CPA's By: Francis Howard, Partner :nf enclosures EMAIL: OHCPAS@SKYLINK.NET OFFICES IN NEVADA AND WASHINGTON EX-16.2 4 ex16-2.txt LETTER FROM BEADLE, MCBRIDE & REEVES, LLP Exhibit 16.2 BEADLE, MCBRIDE & REEVES, LLP 2285 RENAISSANCE DRIVE ACCOUNTANTS AND CONSULTANTS LAS VEGAS, NEVADA 89119 - -------------------------------------------------------------------------------- December 11, 2001 Nevada Holding Group, Inc. 4729 Lomas Sante Fe Street Las Vegas, NV 89147 We are pleased to confirm our understanding of the services we are to provide for Nevada Holding Group, Inc. for the year ended December 31, 2001. We will audit the balance sheet of Nevada Holding Group, Inc. as of December 31, 2001, and the related statements of income, retained earnings, and cash flows for the year then ended. The objective of our audit is the expression of an opinion about whether your financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles. Our audit will be conducted in accordance with U.S. generally accepted auditing standards and will include tests of your accounting records and other procedures we consider necessary to enable us to express such an opinion. If our opinion is other than unqualified, we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed an opinion, we may decline to express an opinion or to issue a report as a result of this engagement. Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts, tests of the physical existence of inventories, and direct confirmation of receivables and certain other assets and liabilities by correspondence with selected customers, creditors, and financial institutions. We will also request written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of our audit, we will require certain written representations from you about the financial statements and related matters. An audit includes examining, on a test basis, evidence supporting the amounts an disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. Also, we will plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Because an audit is designed to provide reasonable, but not absolute, assurance and because we will not perform a detailed examination of all transactions, there is a risk that material errors, fraud, or other illegal acts may exist and not be detected by us. In addition, an audit is not designed to detect immaterial errors, fraud, or other illegal acts, or illegal acts that do not have a direct effect on the financial statements. However, we will inform you of any material errors that come to our attention and any fraud that comes to our attention. We will also inform you of any other illegal acts that come to our attention, unless clearly inconsequential. Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors. - -------------------------------------------------------------------------------- Tel: (702) 597-0010 bmrlvcpa@aol.com Fax: (702) 597-2767 Our audit will include obtaining an understanding of internal cntrol sufficient to plan the audit and to determine the nature, timing, and extent of audit procedures to be performed. An audit is not designed to provide assurance on internal control or to identify reportable conditions, that is, significant deficiencies in the design or operation of internal control. However, during the audit, if we become aware of such reportable conditions, we will communicate them to you. You are responsible for making all financial records and related information available to us and for the accuracy and completeness of that information. We will advise you about appropriate accounting principles and their application and will assist in the preparation of your financial statements, but the responsibility for the financial statements remains with you. This responsibility includes the establishment and maintenance of adequate records and effective internal controls over financial reporting, the selection and application of accounting principles, and the safeguarding of assets. You are responsible for adjusting the financial statements to correct material misstatements, if any, and for confirming to us in the management representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in identifying and ensuring that the Nevada Holding Group, Inc. complies with applicable laws and regulations. We understand that your employees will prepare all cash, accounts receivable, and other confirmations we request and will locate any documents we select for testing. During the course of our engagement, we may accumulate records containing data, which should be reflected in your books and records. You will determine that all such data, if necessary will be so reflected. Accordingly, you will not expect us to maintain copies of such records in our possession. Our fee will be $6,500.00, payable as follows: $3,000 retainer and $3,500 upon delivery. You agree to provide copies of all filings with the S.E.C. for the next two years. If you intend to publish or otherwise reproduce the financial statements and make reference to our Firm name, you agree to provide us with printer's proofs or masters for our review and approval before printing. You also agree to provide us with a copy of the final reproduced material for our approval before it is distributed. Very truly yours, BEADLE, MCBRIDE & REEVES, LLP /s/ T. Garth McBride T. Garth McBride RESPONSE: This letter correctly sets forth the understanding of Nevada Holding Group, Inc. Officer Signature: /s/ Melanie S. Meinders Title: Melanie S. Meinders, President Date: 12/11/01 EX-16.3 5 ex16-3.txt LETTER FROM OVIST & HOWARD INC. DATED 11-8-01 Exhibit 16.3 OVIST & HOWARD, INC. CERTIFIED PUBLIC ACCOUNTANTS A PROFESSIONAL SERVICES CORPORATION - -------------------------------------------------------------------------------- 7 COMMERCE CENTER DRIVE, SUITE A, HENDERSON, NEVADA 89014 (702) 456-1300, FAX (702) 456-6155 November 8, 2001 Nevada Holding Group ATTN: Tom Minders 4729 Lomas Santa Fe Street Las Vegas, NV 89147 Dear Mr. Minders: PLEASE TAKE NOTICE, our firm, Ovist & Howard, CPA's, is no longer performing SEC engagements, and therefore must withdraw as the accountant of record. Your office must prepare and file and SEC Form 8k within fifteen (15) days of receipt of this letter. As you know, we are also required to review the contents and render an acceptance letter of that Form 8k before it is filed. It has been a pleasure doing business with you, but SEC requirements dictate that a CPA must review Forms 10k and 10q before they are filed, and to date, we have not reviewed any of the 10q's that have been filed. Also, because of the escalating ancillary costs associated with SEC financial statement preparation, we have found it challenging to justify this service. If you should need any other assistance, please feel free to give our office a call at 702-456-1300. Yours very truly, /s/ Francis Howard Ovist & Howard, CPA's By: Francis Howard, Partner EMAIL: OHCPAS@SKYLINK.NET OFFICES IN NEVADA AND WASHINGTON -----END PRIVACY-ENHANCED MESSAGE-----