UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
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) : May 20, 1999
AMERICAN DIVERSIFIED GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-23532 86-0359523
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
110 North Center Street, Suite 202, Hickory, NC 28601
(Address of principal executive offices)
Registrant's telephone number, including area code: (828)-322-02044
_________________________________________
(Former name, former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
The Company's financial statements for the fiscal
years ended December 31, 1995, 1996 and 1997 were audited
by the firm of Grant-Schwartz Associates, CPA's. In a
letter to the Company, the accounting firm of Grant-
Schwartz Associates, CPA's, informed the Company that it
has ceased its accounting practice, and as a result, it was
resigning from the engagement. As a result, the Company
retained the accounting firm of Dohan and Company, CPA's to
complete the audit for the fiscal year ended December 31,
1998 and the firm of Grant Schwartz Associates agreed to
cooperate with the Company in transmitting copies of all
records necessary for Dohan and Company, CPA's, to complete
the 1998 audit. The Company has also continued to engage
the services of John Coniglio, CPA, who had assisted the
firm of Grant-Schwartz Associates in the Company's prior
audits for fiscal 1995, 1996 and 1997, to assist the firm
of Dohan and Company, CPA's, independent public
accountants, in completing the audit of the Company's
financial statements for the fiscal year ended December 31,
1998.
During the past two years and through the date of the
resignation of the accounting firm of Grant Schwartz
Associates, there were no disagreement(s) with the former
accountant on any matter of accounting principles or
practices, financial statement disclosure, or auditing
scope of procedure, which disagreement(s), if not resolved
to the satisfaction of the former accountant, would have
caused it to make reference to the subject matter of the
disagreement(s) in connection with its report. The
engagement of Dohan and Company, CPA's, independent public
accountants, 7700 North Kendall Drive, Suite 204 FL 33156
is attached as an exhibit to this Annual Report on Form 10-
KSB. However, the change in the Company's independent
auditors did cause a delay in the filing of the Annual
Report on Form 10-KSB.
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.
May 26, 1999
_____________________________________
Jerrold R. Hinton, President
