SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of
The Exchange Act of 1934
November 26, 1996
Date Of Report (Date of Earliest Event Reported)
The American Education Corporation
(Exact Name of Registrant As Specified In Its Charter)
Commission File Number 0-11078
Colorado
(State or Other Jurisdiction Identification
of Incorporation or Organization)
84-0838184
(IRS Employer Number)
7506 North Broadway Extension, Suite 505
Oklahoma City, OK 73116
(Address of Principal Executive Offices)
(405)-840-6031
(Registrant's Telephone Number, Including Area Code)
Common Shares Outstanding On November 25, 1996 12,170,828
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past ninety (90) days~
YES / /_ NO /X/
FORM 8-K
Item 1 - CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
Item 2 - ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
Item 3 - BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
Item 4 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
The Board of Directors of The American Education Corporation
(the "Company"),has approved the selection of Steakley &
Gilbert, P.C. to replace Lehman Butterwick & Company, P.C.
as the Company's independent accountants effective as of
November 22, 1996. Lehman Butterwick & Company, P.C. served
as the Company's independent accountants for all prior
fiscal years of operation, through the year ended December
31, 1993.
The reports from Lehman Butterwick & Company, P.C. regarding
the financial statements of the Company for the past two
years did not contain adverse opinion or disclaimer of
opinion, nor were they modified as to uncertainty, audit
scope or accounting principle. The audit opinion for the
year ended December 31, 1992 was qualified as to the Going
Concern status of the Company. There have not been any
disagreements between the Company and Lehman Butterwick &
Company, P.C. on any matter of accounting principles or
practices, consolidated financial statement disclosure or
audit scope or procedure.
The decision to retain the services of Steakley & Gilbert,
P.C. is based upon expected economic and timing efficiencies
related to the location of Steakley & Gilbert, P.C. in the
Oklahoma City area, coinciding with the location of all
Company operations and records in Oklahoma City. The Company
has not requested or obtained advice from Steakley &
Gilbert, P.C. concerning any material accounting, auditing
or financial reporting issue regarding the application of
accounting principles to a specified transaction or the type
of audit opinion that might be rendered on the Company's
financial statements, for any year in which Lehman
Butterwick & Company, P.C. was the independent accountants.
In March 1994, the Company experienced a disagreement with
Lehman Butterwick & Company, P.C. regarding the cost and
timeliness of the independent audit for the year ended
December 31, 1993. The disputed cost involved an overrun of
more than 150% from the originally estimated amount. Due to
the deficient working capital position of the Company at
that time, the dispute was not resolved until November 1996.
As a result, the independent audits for the years 1993, 1994
and 1995 were significantly delayed in completion. Prior to
resolution of the dispute, the Company engaged the services
of Steakley & Gilbert, P.C. to begin the independent
auditing processes for fiscal years 1994 and 1995. Upon
resolution of the dispute with Lehman Butterwick & Company,
P.C., the firm withdrew from future work for the Company
and Steakley & Gilbert, P.C. was formally appointed as the
independent accountants and auditors for the Company for the
fiscal years subsequent to December 31, 1993. There are no
remaining disputes regarding fees or services with Lehman
Butterwick & Company, P.C.
Item 5 - OTHER EVENTS.
On November 22, 1996, Jeffley E. Butler was appointed as the
interim Treasurer for the Company, succeeding John Mitchell,
who left the Company to pursue other business interests.
There were no disputes with Mr. Mitchell at the time of his
resignation from the Company.
Item 6 - RESIGNATION OF REGISTRANT'S DIRECTORS.
Not applicable.
Item 7 - FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
(16) Letter Regarding Change in Certifying Accountants
Item 8 - CHANGE IN FISCAL YEAR.
Not applicable.
SIGNATURE
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.
November 26, 1996 The American Education Corporation
(Registrant)
/s/Jeffrey E. Butler
----------------------------
Chief Executive Officer and
President and Treasurer
Exhibit 16
November 26, 1996
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street NW
Washington, D C 20549
To Whom It May Concern:
We have read the statements made by The American Education
Corporation, (copy attached), which we understand will be
filed with the Commission pursuant to Item 4 of Form 8-K as
part of the Company's Form 8-K report. We agree with the
statements concerning our firm in such Form 8-K.
Very truly yours,
Lehman Butterwick & Company, P.C.
