AMERICAN DREAM ENTERTAINMENT INC
8-K/A, 1999-08-06
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)
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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549



                                 ---------------



                                    FORM 8-K/A

                                (AMENDMENT NO.2)



                                 CURRENT REPORT


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




Date of Report (Date of earliest event reported)         June 16, 1999
                                                -------------------------------


                         AMERICAN DREAM ENTERTAINMENT, INC.
                         ---------------------------------
               (Exact name of registrant as specified in charter)



        Florida                     033-67536                   59-3169033
        -------                     ---------                   ----------
(State or other jurisdiction      (Commission                 (IRS Employer
     of incorporation)             File Number)            Identification No.)


1616 Gulf-To-Bay Boulevard, Clearwater, FL                         33757
- ----------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)



Registrant's telephone Number, including area code          (727) 446-7981
                                                   ----------------------------



                     FEDERAL AFFORDABLE HOUSING CORPORATION
                     --------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>
                                                         5

Item 4.       Changes in Registrant's Certifying Accountant.


(a) (1) J. Michael Daily,  CPA, the independent  accountant which was previously
engaged  as  the  principal  accountant  to  audit  the  Registrant's  financial
statements,  was dismissed on June 16, 1999.  Registrant  stated that the reason
for the  dismissal  was based on the  Registrant's  increasing  requirement  for
representation  by a larger  accounting  firm.  Such  change  in the  certifying
accountant was not due to any disagreement between the Registrant and its former
independent  accountant  or the  declination  of such  accountant  to stand  for
re-election.

     (2) The principal  accountant's report on the financial  statements for the
fiscal years ended May 31, 1998 and 1997 did not contain an adverse opinion or a
disclaimer of opinion,  nor was it qualified as to uncertainty,  audit scope, or
accounting principles.

     (3) The  decision  to  change  accountants  was  approved  by the  Board of
Directors.

     (4) During the  Registrant's  fiscal years ended May 31, 1998 and 1997, and
the  interim  period  from  June  1,  1998  to  June  16,  1999,  there  were no
disagreements with the former accountant on any manner of accounting  principles
or practices,  financial  statement  disclosure or auditing  scope of procedure,
which  disagreement if not resolved to the satisfaction of the former accountant
would have  caused it to make  reference  to the matter of  disagreement  in its
report.

(b) Prior to the  engagement of Pender Newkirk & Co. on June 17, 1999, no member
of that firm was consulted by the  Registrant (i) for the purpose of obtaining a
written  report or oral  advice  with regard to the  application  of  accounting
principles to a specified  transaction of the  Registrant,  either  completed or
proposed,  (ii) regarding an inquiry as to the type of audit opinion that may be
rendered on the Registrant's  financial statements or (iii) regarding any matter
that was the  subject of a  disagreement  with J.  Michael  Daily,  CPA or which
constituted a reportable event pursuant to Item  304(a)(1)(v) of Regulation S-K.
The name and address of the Registrant's new independent accountant is:

            Pender Newkirk & Co.
            100 South Ashley Drive, Suite 1650
            Tampa, Florida 33602
            Telephone: (813) 229-2321
            Fax:       (813) 229-2359


ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS
- ---------------------------------------------

     c.  Exhibit 16 - Letter Regarding Change in Certifying Accountant


                                       2
<PAGE>

                                   SIGNATURES

              Pursuant to the  requirements  of the  Securities  Exchange Act of
1934,  the  registrant had duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.



Date:  August 6, 1999                     By: /s/ Dirk W. Peschar
                                              -------------------------
                                              Dirk W. Peschar
                                              President


                                       3




                                J. MICHAEL DAILY
                           CERTIFIED PUBLIC ACCOUNTANT
                          2240 BELLEAIR ROAD SUITE 140
                              CLEARWATER, FL. 33764
                                 PH 727-507-9133
                                FAX 727-507-9314






August 6, 1999

Securities and Exchange Commission
480 Eighth Street N.W.
Washington, D.C. 20549

Re:     Federal Affordable Housing Corporation
        File Ref. No. 33-67536-A

I was  previously  the  principal  accountant  for  Federal  Affordable  Housing
Corporation,  and  under the date of January 27, 1999,  I  reported  on the
financial  statements of Federal Affordable  Housing  Corporation as of, and for
the year  ended  May 31, 1998.  My  appointment  as  principal  accountant  was
terminated on June 16, 1999. I have read Federal Affordable Housing  Corporation
statements  included  in it's form 8-K/A dated August 6, 1999, and I agree with
such statements.


Very Sincerely Yours,

/s/ J. Michael Daily
- -----------------------
J. Michael Daily
Certified Public Accountant







    A MEMBER OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS AND A
         MEMBER OF THE FLORIDA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS




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