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): August 5, 1999
USASURANCE GROUP, INC.
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(Exact name of Registrant as specified in Charter)
Colorado 0-26920 84-1298212
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
7345 E. Peakview Ave.
Englewood, Colorado 80111
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(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 August 5, 1999, Hein + Associates, LLP, the Registrant's independent
accountant for the Registrant's two most recent fiscal years, declined to stand
for re-election as the independent auditors for the Registrant. The Registrant's
financial statements for the fiscal year ended May 31, 1998, prepared by said
firm contained a going concern opinion.
Also on August 5, 1999, the Registrant engaged the accounting firm of King,
Griffin & Adamson, P.C., independent public accountants, to audit the
Registrant's fiscal year ended May 31, 1999, as well as future financial
statements, to replace the firm of Hein + Associates LLP, which was the
principal independent public accountant as reported in the Registrant's Form
10-KSB for the fiscal year ended May 31, 1998, as filed with the Securities &
Exchange Commission. This change in independent accountants was approved by the
Board of Directors of the Registrant.
Through the date of the declination of Hein + Associates LLP to stand for
re-election as the Registrant's independent auditors (August 5, 1999), there
were no disagreements within the last two fiscal years and subsequent periods
with Hein + Associates LLP 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 said firm, 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 Hein + Associates LLP furnish it with a
letter addressed to the Commission stating whether it agrees with the above
statements. A copy of such letter, dated August 5, 1999, is filed as Exhibit 16
to this report.
Item 7(c). Exhibits.
Number Exhibit
16.0 Letter of Registrant's independent certified
accountant, Hein + Associates, LLP
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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 by the
undersigned hereunto duly authorized.
USASURANCE GROUP, INC.
By: s/Roy Franks
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Roy Franks,
President
Dated: August 5, 1999
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USASSURANCE GROUP, INC.
EXHIBIT 16.0
ACCOUNTANT'S LETTER
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Hein + Associates LLP
Certified Public Accountants and Consultants
with offices in Denver, Houston and Los Angeles
Telephone (972) 458-2296 Fax (972) 788-4943
12770 Coit Road, Suite 1150
Dallas, Texas 75251
August 5, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: USAsurance Group, Inc. - Commission File Number 026920
Dear Sirs:
We have read Item 4 of the USAsurance Group, Inc. Form 8-K, dated August 5,
1999, and are in agreement with the statements contained therein as they relate
to us.
Very truly yours
s/Hein + Associates LLP
Hein + Associates LLP
Certified Public Accountants
Member of MOORES ROWLAND INTERNATIONAL with associated firms throughout the
world.
