UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 25, 2004
AMERICAN LEISURE HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 333-48312 75-2877111
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Park 80 Plaza East, Saddle Brook, NJ07663
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (201) 226-2060
N/A
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(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective August 25, 2004, the client auditor relationship between American
Leisure Holdings, Inc. (the "Company") and Bateman & Co., Inc., P.C. ("Bateman")
ceased as the former principal independent accountant was dismissed. On that
date, the Company's Board of Directors approved a change of accountants and the
Company's management engaged Lopez, Blevins, Bork & Associates, LLP ("Lopez") as
its principal independent public accountant for the fiscal year ended December
31, 2004. Bateman had been engaged on August 16, 2004, when the audit partner
in charge of the Company's account left Malone & Bailey, PPLC ("Malone") who was
the Company's principal independent accountant prior to Bateman. The Company
reported the change of auditors from Malone to Bateman on Form 8-K filed with
the Commission on August 18, 2004. The audit partner left Bateman and joined
Lopez.
Lopez is succeeding Bateman who succeeded Malone. Bateman reviewed the
Company's interim financial statements included in the Form 10-QSB filed with
the Commission on August 20, 2004.
During the interim period beginning August 16, 2004 (the date that the
Company engaged Bateman) up to and including the date that the relationship with
Bateman ceased, there were no disagreements with Bateman 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 Bateman would have caused Bateman to make reference to the subject matter of
the disagreement(s) in connection with its report on the Company's financial
statements. There have been no reportable events as defined in Item
304(a)(1)(iv)(B) of Regulation S-B during the interim period up to and including
the date the relationship with Bateman ceased.
Malone audited the balance sheet of the Company as of December 31, 2002 and
December 31, 2003, and the related consolidated statements of operations,
stockholders' equity and cash flows for the period from June 14, 2002
(Inception) through December 31, 2002, and the fiscal year ended December 31,
2003. Malone's report on the Company's financial statements for the period from
June 14, 2002 (Inception) through December 31, 2002, and the fiscal year ended
December 31, 2003, and any later interim period, including the interim period up
to and including the date the relationship with Malone ceased, 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.
In connection with the audit of the Company's financial statements for the
period from June 14, 2002 (Inception) through December 31, 2002, and the fiscal
year ended December 31, 2003, and any later interim period, including the
interim period up to and including the date the relationship with Malone ceased,
there have been no disagreements with Malone 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 Malone
would have caused Malone to make reference to the subject matter of the
disagreement(s) in connection with its report on the Company's financial
statements. There have been no reportable events as defined in Item
304(a)(1)(iv)(B) of Regulation S-B during the period from June 14, 2002
(Inception) through December 31, 2002, and the fiscal year ended December 31,
2003, and any later interim period, including the interim period up to and
including the date the relationship with Malone ceased.
The Company has authorized Bateman to respond fully to any inquiries of any
new auditors hired by the Company relating to their engagement as the Company's
principal independent accountant. The Company has requested that Bateman review
the disclosure and Bateman has 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 it does not agree with the statements made by the Company herein. Such
letter is filed as an exhibit to this report.
The Company did not previously consult with Lopez 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)(A) of
Regulation S-B) between the Company and Bateman or Malone, the Company's
previous principal independent accountants, as there were no such disagreements,
or an other reportable event (as defined in Item 304(a)(1)(iv)(B) of Regulation
S-B) during the interim period up to an including the date the relationship with
Bateman ceased, or the period from June 14, 2002 (Inception) through December
31, 2002, and the fiscal year ended December 31, 2003, and any later interim
period, including the interim period up to and including the date the
relationship with Malone ceased. Neither has the Company received 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.
Lopez has reviewed the disclosure in this report before it was filed with
the Commission and has been provided 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 respects in which
it does not agree with the statements made by the Company in response to Item
304 of Regulation S-B. Lopez did not furnish a letter to the Commission.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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16.1(1) Letter from Malone & Bailey, PLLC
16.2* Letter from Bateman & Co., Inc., P.C.
(1) Filed as Exhibit 16.1 to the Registrant's Form 8-K filed with the
Commission on August 18, 2004, and incorporated herein by reference.
* Filed herein.
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 LEISURE HOLDINGS, INC.
By: /s/ Malcolm J. Wright
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Malcolm J. Wright
Chief Executive Office
Dated: March 25, 2005