EXHIBIT 23.2
R. E. BASSIE & CO., P.C.
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION
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7171 Harwin Drive, Suite 306
Houston, Texas 77036-2197
Tel: (713) 266-0691 Fax: (713) 266-0692
E-Mail: Rebassie@aol.com
August 30, 2000
ComTech Consolidation Group
10497 Town & Country Way, Suite 460
Houston, Texas 77024
We have reviewed, in accordance with standards established by the American
Institute of Certified Public Accountants, the unaudited interim financial
information of ComTech Consolidation Group, Inc. and subsidiaries for the
periods ended March 31, 2000 and 1999, and June 30, 2000 and 1999, as indicated
in our reports dated May 13, 2000 and August 11, 2000, respectively; because we
did not perform an audit, we expressed no opinion on that information.
We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2000 and June
30, 2000, are being used in this Amendment No. 1 to this Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of this Registration
Statement (Form SB-2/A) prepared or certified by an accountants or a report
prepared or certified by an accountant within the meaning of Sections 7 and 11
of that Act.
/s/ R. E. Bassie & Co., P.C.
EXHIBIT 23.2
Warner & Washington L.L.P.
A Limited Liability Partnership
Attorneys at Law
4410 Montrose Blvd.
Houston, Texas 77006
Telephone Facsimile
(713) 807-1007 (713) 807-1024
August 30, 2000
Comtech Consolidation Group, Inc.
10497 Town & Country Way
Suite 460
Houston, Texas 77024
Gentlemen:
We have acted as counsel to Comtech Consolidation Group, Inc. (the
"Company") in connection with the Company's Registration Statement on Form SB-2
(the "Registration Statement") relating to the registration under the Securities
Act of 1933, as amended, of 23,000,000 shares of the Company's Common Stock, par
value $.00967 (the "Common Stock").
As the basis for the opinion hereinafter expressed, we have examined such
statutes, regulations, corporate records and documents, certificates of
corporate and public officials, and other instruments as we have deemed
necessary or advisable for the purposes of this opinion. In such examination we
have assumed the authenticity of all documents submitted to us as originals and
the conformity with the original documents of all documents submitted to us as
copies.
Based on the foregoing and on such legal considerations as we deem relevant
for purposes of this opinion, we are of the opinion that the Common Stock has
been duly and validly authorized by all necessary corporate action by the
Company and, assuming the sale of such securities and effectiveness of the
Registration Statement, will be validly issued and fully paid and
non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and reference to our firm under the caption "Legal
Matters" therein.
Very truly yours,
T. Deon Warner