SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15(d) of the
Securities and Exchange Act of 1934
Date of Report (date of earliest event reported) May 31, 1996
USASURANCE GROUP, INC.
(Exact name of Registrant as specified in Charter)
Colorado 0-26920 84-1298212
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
7345 E. Peakview Ave.
Englewood, Colorado 80111
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (303) 689-0123.
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Item 4. Changes in Registrant's Certifying Accountant.
On May 31, 1996, Kish, Leake & Associates, P.C., the
Registrant's independent accountant for the Registrant's two most
recent fiscal years, resigned. The Registrant's financial
statements for the last two years prepared by Kish, Leake &
Associates, P.C., contained no adverse opinion or disclaimer of
opinion, or was qualified as to uncertainty, audit scope, or
accounting principles.
Also on May 31, 1996, the Registrant engaged the accounting
firm of Hein + Associates LLP as the independent public accountants
to audit the Registrant's fiscal year ended May 31, 1996, as well
as future financial statements, to replace the firm of Kish, Leake
& Associates, P.C., which was the principal independent public
accountant as reported in the Registrant's Form 10-SB as filed with
the Securities & Exchange Commission. This change in independent
accountants was approved by the Board of Directors of the
Registrant.
There were no disagreements within the last two fiscal years
and subsequent periods with Kish, Leake & Associates, P.C., on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope of procedure, which disagreement(s),
if not resolved to the satisfaction of Kish, Leake & Associates,
P.C., would have caused that firm to make reference in connection
with its reports to the subject matter of the disagreement(s) or
any reportable events.
The Registrant has requested that Kish, Leake & Associates,
P.C., furnish it with a letter addressed to the Commission stating
whether it agrees with the above statements. A copy of such
letter, dated June 7, 1995, is filed as Exhibit 16 to this Form 8-
K.
Item 5. Other Events.
In October 1995, the Company received and accepted a proposal
from Ambient Capital Group, Inc., Los Angeles, California
("Ambient"), for Ambient to serve as the Company's exclusive
financial advisor in initially raising up to $5 million on a debt
or quasi-debt basis, as well as further capital raising activities
over an initial three year period. By mutual agreement, this
contract was terminated on May 31, 1996. The Company is again
seeking out and having discussions with other possible funding
sources but as of the date of this report there is no agreement
between the Company and any other entity wherein the Company will
receive any additional capital, either debt or equity.
Item 6. Resignations of Registrant's Directors
Effective May 31, 1996, Terry A. Whiteside tendered her
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resignation as President and a director of the Company. The Board
of Directors of the Company appointed Matthew J. Kavanagh III as
Secretary and a director of the Company pursuant to the applicable
provisions of the Company's Bylaws. Thomas J. Chase resigned as
Secretary and was appointed as the Company's President. These
persons shall hold their respective offices until the next annual
meeting of the Company's shareholders or Board of Directors, or
their resignation, removal or death, whichever comes first. The
reason for Ms. Whiteside's resignation were personal and there was
no disagreement between Ms. Whiteside and the Company concerning
any matter relating to the Company's operations, policies or
practices. Ms. Whiteside may be retained by the Company in the
future to provide consulting services, if the same are deemed
necessary by the Board of Directors.
Item 7(c). Exhibits.
16. Letter from Kish, Leake & Associates, P.C., acknowledging
that it is in agreement with the contents of this report.
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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 of the undersigned thereunto duly authorized.
USAsurance Group, Inc.
(Registrant)
By: Thomas J. Chase
Thomas J. Chase, President
Dated: June 20, 1996
KISH, LEAKE & ASSOCIATES, P.C.
Certified Public Accountants
J.D. Kish, C.P.A., M.B.A. 7901 E. Belleview Ave., Suite 220
James D. Leake, C.P.A., M.T. Englewood, Colorado 80111
____________________________ Telephone (303) 779-5006
Arleen R. Brogan, C.P.A. Facsimile (303) 779-5724
June 7, 1996
United States Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
RE: USAsurance Group, Inc.
Dear Sir or Madam:
We would like to inform you that as of May 31, 1996, we resigned as
the auditors of USAsurance Group, Inc. and that we have read the
Form 8-K dated June 7, 1996, and there are no disagreements
regarding the statements made under Item 4. Changes in Registrant's
Certifying Accountant.
Sincerely,
Kish, Leake & Associates, P.C.
Kish, Leake & Associates, P.C.
