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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
AMENDMENT TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) : September 9, 1996
AMERICAN DIVERSIFIED GROUP, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-23532 86-0359523
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
501 South Dixie Highway, West Palm Beach, FL 33401
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(Address of principal executive offices)
Registrant's telephone number, including area code: (407) 832-5208
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362 Minorca Avenue, Suite 103, Coral Gables, Florida 33134
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(Former name, former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
In connection with the audit of the consolidated financial statements
of American Diversified Group, Inc. ("ADGI" or "Registrant") for the two fiscal
years ended December 31, 1994, Duane V. Midgley, CPA, Salt Lake City, UT,
issued a report dated February 9, 1995, a copy of which was attached to the
Registrant's Form 10-KSB which was duly filed with the Securities and Exchange
Commission. A copy of this report is attached as an exhibit hereto. In March,
1995, Tera West Ventures, Inc. ("TWVI"), the Registrant's former name, changed
its name to American Diversified Group, Inc. and its business location from
TWVI's offices in Las Vegas, NV to that of ADGI in Florida. As a result of the
move of its base of operations to Florida, the Registrant, by action of its
board of directors, determined to change its independent accountant from Mr.
Midgley, the former accountant for TWVI, to a firm in Florida. The accountant
did not resign, nor did he decline to stand for re-election, and the board of
directors did not dismiss Mr. Midgley. The accountant's report on the financial
statement for either of the past two years did not contain an adverse opinion or
a disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope, or accounting principles. There was no disagreement with Mr. Midgley 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 the former accountant, would have caused the
former accountant to make reference to the subject matter of the disagreement(s)
in connection with his report. There was no disagreement with the former
accountant, Duane V. Midgley, CPA.
On May 24, 1996, Registrant engaged the firm of Rachlin, Cohen and
Holtz to perform the audit for the fiscal year ended December 31, 1995. A copy
of this engagement is attached as an exhibit hereto. However, by letter dated
June 24, 1996, as a result of the inability of Registrant and Rachlin, Cohen and
Holtz to agree on the amount of time that the accounting firm could devote to
Registrant as a new client, and the cost of conducting the audit, the Registrant
and Rachlin Cohen and Holtz agreed to discontinue the engagement of Rachlin
Cohen and Holtz. A copy of this letter is attached as an exhibit hereto. In that
letter, Registrant informed Rachlin Cohen and Holtz that Registrant had retained
the accounting firm of Grant-Schwartz Associates, CPA's, as its auditors, and
Rachlin Cohen and Holtz has agreed to cooperate with Registrant in transmitting
copies of all records necessary for Grant Schwartz Associates to complete the
1995 audit in a timely fashion. During the past two years and through the
respective dates of termination of the client-auditor relationship, there were
no disagreement with either former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope of
procedure. The engagement of Grant-Schwartz Associates, CPA's, 40 SE 5th Street-
Suite 500, Boca Raton, FL 33432 is attached as an exhibit hereto in a letter
dated June 24, 1996. Also attached as exhibits hereto are the letters from Mr.
Midgley and Rachlin, Cohen and Holtz expressing agreement with the revised Item
304 disclosure.
2
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Item 7. Financial Statements and Exhibits
(b) Exhibits:
(16) Letters regarding change of certifying accountants are attached
hereto.
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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 DIVERSIFIED GROUP, INC.
October 22, 1996
/s/ Jerrold R. Hinton, President
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Jerrold R. Hinton, President
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Exhibit 16
RACHLIN COHEN & HOLTZ
Certified Public Accountants
Tenth Floor-One Southeast Third Avenue-Miami-FL 33131
Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
We have read Item 4 of the Amendment to Current Report on Form 8-K/A of American
Diversified Group, Inc. dated September 9, 1996, and we agree with the
statements contained therein insofar as they relate to our firm.
Very truly yours,
/s/ Rachlin Cohen & Holtz
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Certified Public Accountants
Miami, Florida
October 28, 1996
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DUANE V. MIDGLEY
Certified Public Accountant
4351 Lynne Lane
Salt Lake City, UT 84124
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(801) 277-368
October 24, 1996
Securities and Exchange Commission
Washington, D. C. 20549
I have read the revised Item 4, Changes in Registrant's Certifying
Accountants in Form 8-K/A regarding changes in certifying accountants. I agree
with the statements contained therein insofar as they relate to me.
Very truly yours
/s/ Duane V. Midgley
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Duane V. Midgley
Certified Public Accountant
