AMERICAN FINANCIAL HOLDING INC /DE
8-K, 2000-05-03
LIFE INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                    FORM 8-K


                  CURRENT REPORT UNDER SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (date of earliest event reported):  April 27, 2000
                        Commission File Number:  0-12666


                       AMERICAN FINANCIAL HOLDING, INC.
     ----------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                 DELAWARE                           87-0458888
     --------------------------------    ----------------------------------
     (State or other jurisdiction of              (IRS Employer
      incorporation or organization)           Identification No.)



      225 SOUTH 200 WEST, SUITE 302
             FARMINGTON, UTAH                       84025-0683
     --------------------------------    ----------------------------------
     (Address of Principal Executive                (Zip Code)
                 Offices)

                                       1
              Registrant's Telephone Number, including Area Code:
                               (801) 451-9580
                           ----------------------


                                    NONE
     ----------------------------------------------------------------------
     (Former name, former address, and formal fiscal year, if changed since
                                  last report)


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<PAGE>


             ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT


      On April 27, 2000, the Board of Directors of American Financial  Holdings,
Inc. ("the Company")  determined not  to engage Jonas  Jensen &  Co., Salt  Lake
City, Utah ("Jensen") as the Company's principal accountant to audit and  report
on the Company's  financial statements  for the  year ended  December 31,  1999.
Jensen's inability to meet  the Company's current  unexpectedly short and  rigid
timelines is the reason for the change.

      The report of Jensen on the  Company's financial statements consisting  of
consolidated balance sheets as  of December 31, 1998  and 1997, and the  related
consolidated statements of income, stockholders' equity, and cash flows for each
of the three years  in the period ended  December 31, 1998,  did not contain  an
adverse opinion or disclaimer of opinion and was not qualified or modified as to
audit scope or accounting principles.


      In connection with the  Company's two most recent  fiscal year audits  and
any subsequent interim period preceding the  dismissal of Jensen, there were  no
disagreements with  Jensen or  reportable events  on  any matter  of  accounting
principles or practices,  financial statement disclosure,  or auditing scope  or
procedure, which disagreement, if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the subject matter of  the
disagreement in connection with its report.  In connection with its audit of the
Company's 1998  financial  statements, Jensen  noted  no matters  involving  the
internal control  structure  and  its operations  that  they  considered  to  be
material weaknesses.

      The Company has provided Jensen, its former accountant, with a copy of the
foregoing disclosure.    The Company  has  requested the  former  accountant  to
provide a letter stating whether it agrees with the above statements made by the
Company and will file the former  accountant's letter with an amendment to  this
report.

      On April 27,  2000, the  Board of Directors  of the  Company approved  the
engagement of  Robison Hill  &  Company ("Robison"),  Salt  Lake City,  Utah  as
independent  accountant  and  auditor  to  report  on  the  Company's  financial
statements for the year ended December 31, 1999.

      No consultations occurred between the Company  and Robison during the  two
most recent fiscal years  and any subsequent interim  period prior to  Robison's
appointment regarding either (i) the application  of accounting principles to  a
specific completed or contemplated transaction, the  type of audit opinion  that
might be rendered on  the Company's financial  statements, or other  information
provided that was  considered by the  Company in reaching  a decision  as to  an
accounting, auditing, or financial reporting issue, or (ii) any matter that  was
the subject of disagreement or a   reportable event  requiring disclosure  under
Item 304(a)(1)(v) of Regulation S-K.



                               ITEM 7.  EXHIBITS



     Exhibits

               SEC
Exhibit #  Reference #   Title of Document


  1           16         Letter from Jonas Jensen & Co. to the      To be filed
                         Securities Exchange Commission regarding   by amendment
                         change in certifying accountant.



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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.


                                          AMERICAN FINANCIAL HOLDING, INC.


Dated:  May 1, 2000                       By: /s/ Kenton L. Stanger, President
                                             Kenton L. Stanger, President
                                             Director and Principal Executive
                                             Officer






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