SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED) : APRIL 25, 2002
COMMISSION FILE NO. 333-48312
AMERICAN LEISURE HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 75-2877111
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
PARK 80 PLAZA EAST, SADDLEBROOK, NEW JERSEY 07663
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(201) 226-2060
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(ISSUER TELEPHONE NUMBER)
N/A
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FORMER NAME AND ADDRESS
This report is being filed to provide clarification and correction regarding all
prior disclosures concerning changes in the Registrant's auditors, and which
changes occurred during the fiscal year ended December 31, 2002. The prior
unclear and, in certain respects, incorrect disclosures can be found in the
Registrant's Forms 10-QSB, Item 5, Other Information for the six months ended
June 30, 2002 and the nine months September 30, 2002 that were filed with the
Securities and Exchange Commission (the "Commission") on August 19, 2002 and
November 26, 2002, respectively, and the Registrant's Form 8-K filed with the
Commission on May 23, 2003.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective April 25, 2002, the client-auditor relationship between American
Leisure Holdings, Inc. (the Company") and J.S. Osborn, P.C. ("Osborn") ceased as
the former accountant was dismissed. Osborn was not formally notified, however,
until May 21, 2003. In addition, due to a misunderstanding, the Company
improperly notified Osborn that Osborn had been dismissed effective September 4,
2002, when in fact Osborn had been dismissed effective April 25, 2002, the date
the Company engaged a new auditor as its independent principal accountant,
discussed below. Osborn audited the Company's financial statements for the
period June 13, 2000 (date of inception) to December 31, 2000, and the fiscal
year ended December 31, 2001. On April 25, 2002, Charles Smith ("Smith") was
engaged as the principal independent accountant for the quarter ended March 31,
2002. The Company's Board of Directors neither recommended nor approved the
decision to change accountants from Osborn to Smith. Smith reviewed the
Company's interim financial statements for the Company's Form 10-QSB for the
interim period ended March 31, 2002. Smith, however, did not perform a review
of the interim financial statements for June 30, 2002, as to the best of the
Company's knowledge Smith was replaced by Marc Lumer & Company ("Marc") as
discussed below.
The Company believes that on August 12, 2002, the Company engaged Marc as the
principal independent accountants for the quarters ended June 30, 2002 and
September 30, 2002 and for the fiscal year ended December 31, 2002. The
Company's Board of Directors neither recommended nor approved the decision to
change accountants from Smith to Marc. Marc reviewed the Company's interim
financial statements for the Company's Form 10-QSB for the interim period ended
June 30, 2002. Marc's position on these matters is, however, contrary to the
Company's position. According to Marc, Marc was never engaged by the Company as
the principal independent accountant or as any other type of accountant for any
period. Marc believes that Marc was engaged by a third party merely to provide
advice to the Company's then existing independent public accountant regarding
the reverse merger, discussed below; that Marc reviewed the Company's interim
financial statements for the Company's Form 10-QSB for the interim period ended
June 30, 2002 in the capacity of a consultant; that the Company agreed to pay
Marc's professional fees; and that Marc expressed a disagreement regarding the
accounting treatment being given to the reverse merger by the Company's then
existing independent public accountant. The Company and Marc are in agreement
that Marc did not perform a review of the interim financial statements for
September 30, 2002, or audit the fiscal year ended December 31, 2002. The
Company, however, believes that Marc was replaced by Malone & Bailey, PLLC
("Malone"), discussed below, as the Company's principal independent accountant.
The Company entered into a reverse merger with four companies effective June 14,
2002. On May 9, 2002, in connection with the reverse merger, three of the four
companies engaged Byrd & Gantt, CPA's, P.A. ("Byrd") for the limited purpose of
auditing the financial statements for these three companies that were part of
the reverse merger and not for auditing or reviewing the Company's financial
statements. Spiro Tett & Co, Registered Auditor ("Spiro") had been retained as
the fourth company's auditors since 1983 and they performed the audit for the
fourth company that was part of the reverse merger and not for auditing or
reviewing the Company's financial statements. The Company never engaged Byrd and
never enagaged Spiro as its principal independent accountants, however, the
Company is providing disclosure regarding Byrd and Spiro as if it had engaged
each of them as its principal independent accountant. The reports of Byrd and
Spiro in connection with the reverse merger transactions are the only reports
filed by the Company prepared by such firms.
In addition to the financial statements that were audited by Byrd and Spiro and
filed with the Form 8-K/A, the Company also provided unaudited financial
statements of the four companies that were part of the reverse merger for the
six months ended June 30, 2002, and unaudited proforma combined financial
statements of the Company giving effect in such proforma financial statements to
the reverse merger that occurred on June 14, 2002.
On November 22, 2002, the Company obtained the services of Malone & Bailey, PLLC
("Malone"), to serve as the Company's principal independent public accountant
for the fiscal year ended December 31, 2002. Malone reviewed the Company's
financial statements in the Company's Form 10-QSB for the interim period ended
September 30, 2002. While preparing its Form 10-KSB for the fiscal year ended
December 31, 2002, the Company realized that through inadvertent oversight, the
Company had not formally notified Osborn of Osborn's dismissal. In connection
with filing this Report, the Company also realized that Charles Smith had
conducted the review of the Company's financial statements for the three months
ended March 31, 2002 and that Osborn had not conducted such review. The Company
has notified Osborn that Osborn's dismissal was effective April 25, 2002, to
correct a prior improper notification to Osborn that Osborn's dismissal was
effective on September 4, 2002. The decision to change accountants to Malone
was approved by the Company's Board of Directors. It has recently come to the
Company's attention that it also did not formally notify Marc of Marc's
dismissal. The Company's failure to notify Marc was also due to inadvertent
oversight. In connection with filing this Report, the Company notified Marc
that Marc's dismissal was effective September 4, 2002. As discussed above, Marc
does not believe that he was ever engaged by the Company as the Company's
independent public accountant.
Osborn's report on the financial statements of the Company for the fiscal
years ended December 31, 2000 and December 31, 2001, did not contain any
adverse opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles except for concerns about the
Company's ability to continue as a going concern.
Byrd and Spiro issued audit reports on four subsidiaries that the Company
acquired in the reverse merger. Byrd's and Spiro's reports on the financial
statements of these subsidiaries for the fiscal years ended December 31, 2000
and December 31, 2001, did not contain any adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles. Both Byrd and Spiro are still retained to audit the
accounts of the four companies.
In connection with the audit of the Company's fiscal years ended December 31,
2000 and 2001, there were no disagreements with Osborn on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement(s), if not resolved to the satisfaction
of Osborn would have caused Osborn to make reference to the subject matter of
the disagreement(s) in connection with its report on the Company's financial
statements. There were no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K during the Company's fiscal years ended December 31, 2000 and
2001, and any later interim period, including the interim period up to and
including the date the relationship with Osborn ceased.
During the interim period beginning April 25, 2002 (date of engagement) up to
and including the date the relationship with Smith ceased (May 11, 2002,
according to Smith), there were no disagreements with Smith on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement(s), if not resolved to the satisfaction
of Smith would have caused Smith, if Smith had issued a report on the Company's
financial statements, to make reference to the subject matter of the
disagreement(s) in connection with such report. There were no reportable events
as defined in Item 304(a)(1)(v) of Regulation S-K during the interim period up
to and including the date the relationship with Smith ceased.
During the interim period beginning August 12, 2002 (the date that the Company
believes was the date of engagement) up to and including the date that the
Company believes the relationship with Marc ceased (November 22, 2002), there
were no disagreements with Marc on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of Marc would have caused
Marc, if Marc had issued a report on the Company's financial statements, to make
reference to the subject matter of the disagreement(s) in connection with such
report. There were no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K during the interim period up to and including the date that the
Company believes the relationship with Marc ceased. There was however a
disagreement with Marc regarding the accounting treatment being given to the
reverse merger by the Company's then existing independent public accountant. As
discussed above, Marc does not believe that he was ever engaged by the Company
as the Company's independent public accountant.
The Company did not previously consult with Smith regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed; or (ii) the type of audit opinion that might be
rendered on the Company's financial statements or the subsidiaries' financial
statements, as the case may be; or (iii) any matter that was either the subject
matter of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and
the related instructions) between the Company and Osborn as there were no such
disagreements, or an other reportable event (as defined in Item 304(a)(1)(v)
of Regulation S-K) during the Company's fiscal years ended December 31, 2000
and December 31, 2001, and any later interim period, including the interim
period up to and including the date the relationship with Osborn ceased.
Neither did the Company receive any written or oral advice concluding there was
an important factor to be considered by the Company in reaching a decision as to
an accounting, auditing, or financial reporting issue.
The Company did not previously consult with Marc, Byrd or Spiro regarding either
(i) the application of accounting principles to a specified transaction, either
completed or proposed; or (ii) the type of audit opinion that might be rendered
on the Company's financial statements or the subsidiaries' financial statements,
as the case may be; or (iii) any matter that was either the subject matter of a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) between the Company and Smith as there were no such disagreements,
or an other reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K)
during the Company's fiscal years ended December 31, 2000 and December 31, 2001,
and any later interim period, including the interim period up to and including
the date the relationship with Osborn ceased, and the interim period up to and
including the date the relationship with Smith ceased. Marc, however, believes
that Marc was engaged by a third-party to advise the Company's then existing
independent public accountant regarding the application of accounting principals
to the reverse merger transcation; and that Marc disagreed with such independent
public accountant on such matter. As discussed above, Marc does not believe that
he was ever engaged by the Company as the Company's independent public
accountant. Neither did the Company receive any written or oral advice
concluding there was an important factor to be considered by the Company in
reaching a decision as to an accounting, auditing, or financial reporting issue.
The Company has authorized Smith and Osborn to respond fully to any inquiries of
any new auditors hired by the Company relating to their engagement as the
Company's independent accountant. The Company has authorized Marc to respond
fully to any inquiries of any new auditors hired by the Company relating to work
that Marc performed regarding the Company. The Company and Marc disagree as to
the nature of the work. The Company has authorized Byrd and Spiro to respond
fully to any inquiries of any new auditors hired by the Company relating to
their engagement. The Company has requested that Smith, Osborn, Marc, Byrd and
Spiro each review the disclosure in this Report and Smith, Osborn, Marc, Byrd
and Spiro each have been given an opportunity to furnish the Company with a
letter addressed to the Commission containing any new information, clarification
of the Company's expression of its views, or the respect in which each does not
agree with the statements made by the Company herein. Such letters that have
been received are filed as exhibits to this Report.
The Company did not previously consult with Malone regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed; or (ii) the type of audit opinion that might be rendered
on the Company's financial statements; or (iii) any matter that was either the
subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) between the Company and Osborn, Marc, Byrd or
Spiro as there were no such disagreements, or an other reportable event (as
defined in Item 304(a)(1)(v) of Regulation S-K) during the Company's fiscal
years ended December 31, 2000 and December 31, 2001, and any later interim
period, including the interim period up to and including the date the
relationship with Osborn ceased, the interim period up to and including the date
the relationship with Smith ceased, and the interim period up to and including
the date the relationship with Marc ceased. As discussed above, Marc does not
believe that he was ever engaged by the Company as the Company's independent
public accountant. Neither did the Company receive any written or oral advice
concluding there was an important factor to be considered by the Company in
reaching a decision as to an accounting, auditing, or financial reporting issue.
Malone has reviewed the disclosure required by Item 304(a) before it was filed
with the Commission and has been provided an opportunity to furnish the Company
with a letter addresssed to the Commission containing any new information,
clarification of the Company's expression of its views, or the respects in
which it does not agree with the statements made by the Company in response to
Item 304(a). Malone did not furnish a letter to the Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
c) Exhibits:
16.1* Letter from J.S. Osborn, P.C.
16.2** Second Letter from J.S. Osborn, P.C.
16.3** Letter from Charles Smith
16.4** Letter from Marc Lumer & Company
16.5** Letter from Byrd & Gantt, CPA's, P.A.
* Filed as Exhibit 16.1 to the Form 8-K filed on May 23, 2003.
** Filed herein.
Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN LEISURE HOLDINGS, INC.
August 17, 2004
/s/ Malcolm J. Wright
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Malcolm J. Wright
Chief Executive Officer
Exhibit 16.2
August 17, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read and agree with the statements made under Item 4 of Form 8-K/A of
American Leisure Holdings, Inc. dated August 17, 2004, relating to J.S. Osborn,
P.C.
/s/ J.S. Osborn, P.C.
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J.S. Osborn, P.C.
Exhibit 16.3
August 17, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read and agree with the statements made under Item 4 of Form 8-K of
American Leisure Holdings, Inc. dated August 17, 2004, relating to Charles
Smith.
/s/Charles Smith
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Charles Smith
Exhibit 16.4
August 17, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read and agree with the statements relating to the beliefs and
contentions of Marc Lumer & Company, CPAs made under Item 4 of Form 8-K of
American Leisure Holdings, Inc. dated August 17, 2004.
/s/Marc Lumer & Company
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Marc Lumer & Company, CPAs
San Francisco, California
Exhibit 16.5
August 17, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read and agree with the statements made under Item 4 of Form 8-K of
American Leisure Holdings, Inc. dated August 17, 2004, relating to Byrd & Gantt,
CPA's, P.A.
/s/Byrd & Gantt, CPA's, P.A.
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Byrd & Gantt, CPA's, P.A.