SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
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.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 87-0458888
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
225 South 200 West, Suite 302
Farmington, Utah 84025-0683
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:
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(801) 451-9580
None
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(Former name, former address, and formal fiscal year,
if changed since last report)
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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 Jones 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 Company's financial statements for the calendar years ended
December 31, 1997 and 1998, and for the years then ended, have not been audited
and Jensen was not retained by the Company to audit the 1999 financial
statements.
The report of Jensen on the Company's financial statements consisting
of consolidated balance sheets as of December 31, 1996, and the related
consolidated statements of income, stockholders' equity, and cash flows for the
years ended December 31, 1996 and 1995, did not contain an adverse opinion or
disclaimer of opinion and was not qualified or modified as to audit scope or
accounting principles, however, the accountants report for the December 31, 1996
and 1995, financial statements did contain an explanatory paragraph that
indicates there is doubt as to the Company's ability to continue as a going
concern.
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 1996 financial statements, Jensen noted no matters involving the
internal control structure and its operations that it 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
2
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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 Jones Jensen & Co. to the This Filing
Securities Exchange Commission
regarding change in certifying
accountant.
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 11, 2000 By: /s/ Kenton L. Stanger, President
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Kenton L. Stanger, President
Director and Principal Executive Officer
3
JONES, JENSEN & COMPANY, L.L.C.
Certified Public Accountants and Consultants
50 South Main Street, Suite 1450
Salt Lake City, Utah 84144
Telephone: (801) 328-4408
Facsimile: (801) 328-4461
May 15, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: American Financial Holding, Inc.
Commission File No. 0-12666
Ladies and Gentlemen:
We were previously the independent accountants for the Company and on July 31,
1997, we reported on the financial statements of the Company for the fiscal
years ended December 31, 1996 and 1995.
We have read the Company's statements included under Item 4a of its current
Report on Form 8-K dated May 8, 2000, and have no disagreements with the
disclosure made therein.
Very truly yours
/s/
Jones, Jensen & Company
