U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K - AMENDED
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): _____
LIGHT MANAGEMENT GROUP, INC.
(Exact name of registrant as specified in its charger)
Nevada 002-97370-A 59-2091510
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3060 Mainway Drive, Suite 301, Burlington, Ontario, Canada L7M 1A3
(Address of principal executive offices) (Zip Code)
Registrants telephone number: (800) 877-5647
Triton Acquisition Corporation
211 West Wall, Midland, Texas 79701
(Former name or address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
1. i. Registrant's independent accountant, S.W. Hatfield, CPA, has
resigned, effective December 10, 1999.
ii. See Exhibit A, resignation letter from S.W. Hatfield
regarding information required by Item 304, 4(a)(1)(ii) of Regulaiton S-K.
iii. The change in accountants was not recommended or approved by
the Board of Directors.
iv. See Exhibit A, resignation letter from S.W. Hatfield
regarding information required by Item 304, 4(a)(1)(iv) of Regulaiton S-K.
v. See Exhibit A, resignation letter from S.W. Hatfield,
regarding information required by Item 304, 4(a)(1)(v) of Regulation S-K.
2. Registrant has retained the services of James E. Slayton, CPA, 2858
West Market Street, Suite C, Fairlawn, OH 44333, as the principal
independent accountant, effective January 20, 2000. Registrant,
or someone on registrant's behalf, has not contacted the accountant
prior to his reply regarding:
i. The application of accounting principals to a specified
transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the registrant's financial
statements, and either a written report was provided to the registrant
or oral advice was provided that the new accountant concluded was an
important factor considered by the registrant in reaching a decision
as to the accounting, auditing or financial reporting issue; or
ii. Any matter that was either the subject of a disagreement (as
defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or a
reportable event (as described in paragraph (a)(1)(v) of Item 304 of
Regulation S-K).
3. Registrant has provided the former accountant with a copy of the
disclosures made herein and requested the former accountant to furnish the
registrant with a letter addressed to the Commission stating whether it
agrees with the statements made by the registrant in this filing, and, if
not, stating the respects in which it does not agree. Such response
stating no disagreement is attached hereto as Exhibit B.
Item 5. Other Events
The registrants Chief Financial Officer, Eva Sigfreid, has resigned from the
Company.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
LIGHT MANAGEMENT GROUP, INC.
Dated: _____ By: /s/ Barrington L. Simon
Barrington L. Simon
Chief Executive Officer
Exhibit A
Letter of Resignation
S.W. HATFIELD, CPA
certified public accountants
Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants
December 10, 1999
Board of Directors
i/c/o LIGHT MANAGEMENT GROUP, INC.
(formerly Triton Acquisition Corporation)
3060 Mainway Drive, Suite 301
Burlington Ontario L7M 1A3
CANADA
Gentleman:
In June 1999, Light Management Group, Inc. (formerly Triton Acquisition
Corporation) (SEC File #333-79959) (Company) filed a Form S-4, Registration of
Securities Issued in a Business Combination Transaction (SEC Registration
#002-97360-A). Please be advised that this document did not contain an
incorporation by reference of the Company's Form 10-KSB filed as of and for the
year ended December 31, 1998. Additionally, this firm was not provided a copy of
the filing prior to its submission to the U.S. Securities and Exchange
Commission as required by our engagement letter with Company dated December 30,
1998 and, accordingly, this firm was not requested to and did not provide a
consent of independent certified public accountants to be filed as an exhibit in
the aforementioned June 1999 Form S-4. It is our opinion and position that the
Form S-4, filed in June 1999, is deficient and incomplete based upon the
requirements and Regulations of the U.S. Securities and Exchange Commission.
We have searched the U.S. Securities and Exchange Commission EDGAR database and
another commercial database and are unable to verify that the Company has filed
the required Form 10-QSB as of and for the respective quarters ended June 30,
1999 and September 30, 1999.
Further, we have hade no communication from Company officers and/or directors
and/or corporate legal counsel since the change in control of the Company during
May 1999.
Use our past to assist your futuresm
P.O. Box 820395 9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395 Dallas, Texas 75243-7212
214-342-9635 (voice) (fax) 214-342-9601
800-244-0639 SWHCPA@aol.com
Board of Directors
i/c/o Mr. Barrington L. Simon, President
LIGHT MANAGEMENT GROUP, INC.
(formerly Triton Acquisition Corporation)
December 10, 1999
Page 2
Accordingly, we hereby resign as auditors for Light Management Group, Inc.
(formerly Triton Acquisition Corporation) (SEC File #333-79959), effective
immediately.
We hereby confirm that the client-auditor relationship between Light Management
Group, Inc. (formerly Triton Acquisition Corporation (SEC File #333-79959) and
S. W. Hatfield, CPA (formerly S.W. Hatfield + Associates) has ceased.
Very truly yours,
S. W. HATFIELD, CPA
/s/ Scott W. Hatfield, CPA
Scott W. Hatfield, CPA
SWH/
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, NW
Washington, DC 20549
Exhibit B
Responsive Comment Letter
S. W. HATFIELD, CPA
certified public accountants
Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants
January 24, 2000
U. S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington DC 20549
Gentleman:
On January 24, 2000, this firm received and reviewed Item 4 - Changes in
Registrant's Certifying Accountant of the Form 8-K to be filed by Light
Management Group, Inc. (formerly Triton Acquisition Corp.) (SEC File
#002-97370-A) during January 2000.
We have no disagreements with the statements made within Item 4 of the
referenced Form 8-K.
Yours truly,
S. W. HATFIELD, CPA
/s/ Scott W. Hatfield, CPA
Scott W. Hatfield, CPA
SWH/
Use our past to assist your futuresm
P.O. Box 820395 9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395 Dallas, Texas 75243-7212
214-342-9635 (voice) (fax) 214-342-9601
800-244-0639 SWHCPA@aol.com