Exhibit 99.1

The following text is set forth in Upgrade's Form 10-QSB, filed May 15, 2000,
under Part II, Item 5(B).

B.    Changes in Accountant

Effective April 6, 2000, as a result of the merger of Second CMA, Inc. into
Upgrade International Corporation, pursuant to which Upgrade succeeded to Second
CMA as a registrant under the Securities Exchange Act of 1934, Grant Thornton
LLP will continue to serve as the independent auditor for the registrant. By
virtue of Second CMA's merger into Upgrade, Comiskey & Company no longer serves
as the registrant's auditor.

The audit reports of Comiskey & Company on the financial statements of Second
CMA, Inc. as of and for the year ended December 31, 1999 did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles. During Second CMA's two
most recent fiscal years and any subsequent interim period preceding the change,
there were no 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 report.

The Company has provided a copy of this disclosure to the new accountant and an
opportunity to furnish the Company with a letter addressed to the Securities and
Exchange Commission containing any new information, clarification of the
Company's expression of its views, or the respects in which it does not agree
with the statements made by the Company.