CURRENT REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
August 17, 2004
Date of Report
(Date of Earliest Event Reported)
American Leisure Holdings, Inc.
(Exact name of registrant as specified in its charter)
Nevada 333-48312 75-2877111
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Park 80 Plaza East
Saddlebrook, New Jersey 07663
(Address of principal executive offices (zip code))
(201) 226-2060
(Registrant's telephone number, including area code)
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
Malone & Bailey, PLLC (the "Former Accountant") was dismissed on August 17, 2004
as the Company's independent auditors. Malone & Bailey's report dated May 17,
2004, on the Company's consolidated balance sheet of American Leisure Holdings,
Inc. as of December 31, 2003, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the year then ended 2003
and the period from June 14, 2002 (Inception) through December 31, 2002, did not
contain an adverse opinion or disclaimer of opinion, or qualification or
modification as to uncertainty, audit scope, or accounting principles.
In connection with the audit of the Company's financial statements, and in the
subsequent interim period, there were no disagreements with Malone & Bailey,
PLLC on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope and procedures which, if not resolved to the
satisfaction of Malone & Bailey PLLC would have caused Malone & Bailey, PLLC to
make reference to the matter in their report. The Company has requested Malone
& Bailey, PLLC to furnish it a letter addressed to the Commission stating
whether it agrees with the above statements. A copy of that letter, dated August
18, 2004 is filed as Exhibit 16 to this Form 8-K. Bateman & Co., Inc., P.C. was
engaged on August 16, 2004 as the Company's principal accountant to audit the
financial statements of the Company. The decision to change accountants was
recommended by the Audit Committee of the Board of Directors of the Company and
approved by the Board of Directors.
During the year ended December 31, 2003 and the period from June 14, 2002
(Inception) through December 31, 2002 and subsequent to December 31, 2003
through the date hereof, neither the Company nor anyone on its behalf consulted
with Bateman & Co., Inc., P.C. regarding either the application of accounting
principles to a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the Company's consolidated
financial statements, nor has Bateman & Co., Inc., P.C. provided to the Company
a written report or oral advice regarding such principles or audit opinion or
any matter that was the subject of a disagreement or reportable events set forth
in Item 304(a)(iv) and (v), respectively, of Regulation S-K with the Company's
former accountant.
The Company has requested Bateman and Co., Inc., P.C. review the disclosure in
this report on Form 8-K and provided Bateman & Co., Inc., P.C. the 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
respects in which Bateman & Co., Inc., P.C. does not agree with the statements
made by the Company in this report. Bateman & Co., Inc. has advised the Company
that no such letter need be issued.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
16.1 Letter from Malone & Bailey, PLLC regarding change in certifying
accountant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
American Leisure Holdings, Inc.
By: /s/ Malcolm Wright
--------------------------
Malcolm Wright
Chief Executive Office
Dated: August 18, 2004
Exhibit 16.1
August 18, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: American Leisure Holdings, Inc.
Commission File Number 000-49628
We have read the statements that we understand American Leisure Holdings, Inc.
will include under Item 4 of the Form 8-K report it will file regarding the
recent change of auditors. We agree with such statements made regarding our
firm. We have no basis to agree or disagree with other statements made under
Item 4.
Very truly yours,
/s/ Malone & Bailey, PLLC
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Malone & Bailey, PLLC