ASSOCIATION FOR INVESTMENT IN U S GUARANTEED ASSETS INC
8-K/A, 1996-06-20
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                                   FORM 8-K/A
                                   ----------


             Current Report Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 16, 1996

Association For Investment In United States Guaranteed Assets, Inc.

.................................................................................

            (Exact name of registrant as specified in its character)

Connecticut                         811-2563                          13-2812598

.................................................................................

(State or other                    (Commission              (I.R.S. Employer
Jurisdiction of                    File Number)             Identification No.)
Incorporation)

9 Old Kings Highway South, Darien, CT                            06820

.................................................................................

(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code. (203) 662-7600

.................................................................................

          (Former name or former address, if changed since last report)


















<PAGE>









Item 4 - Changes of Registrant's Certifying Accounts.

     On February 16, 1996, the Registrant was informed by McGladrey & Pullen,
LLP the Company's independent accountants who were previously engaged as the
principal accountants to audit the Registrant's financial  statements, that
McGladrey & Pullen, LLP had resigned as the independent accountants engaged to
audit the Registrant's financial statements for the Registrant's fiscal year.

     In the same day, Registrant informed the independent accounting firm of
Dworken, Hillman, LaMorte & Sterczala, P.C. that it had been selected to audit
the Registrant's financial statements for it's 1995 fiscal year.  The decision
to engage Dworken, Hillman, LaMorte & Sterczala, P.C., was approved by the
Company's Board of Director's.

     (a) The reports by McGladrey & Pullen, LLP on the Registrant's financial
statements for the last two fiscal years contained no adverse opinion or any
disclaimer of opinion, nor were they qualified  or modified as to uncertainty,
audit scope, or accounting principles.  There have been no disagreements by the
Registrant with McGladrey & Pullen, LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure
which disagreement(s), if not resolved to the satisfaction of McGladrey &
Pullen, LLP, would have caused it to make a reference to the subject of such
disagreement(s) in connection with its reports.

     (b) The Registrant did not, as part of the selection process by which it
determined to engage Dworken, Hillman, LaMorte & Sterczala, P.C. or otherwise,
consult Dworken, Hillman, LaMorte & Sterczala, P.C. concerning (i) the
application of accounting principles to any specified transaction, either
completed or proposed, or (ii) the type of audit opinion that might be rendered
in the Registrant's financial statements.




Item 7 - Exhibits

     Exhibit A - March 28, 1996 letter from McGladrey & Pullen to the SEC.







































<PAGE>


















                                   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.

     Association For Investment In United States Guaranteed Assets, Inc.



                                                                   
                                   --------------------------------
                                   Chester T. Smith, President



April 19, 1996





















































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