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: June 3, 2008
(Date of Earliest Event Reported)
(Exact Name Of Registrant As Specified In Its Charter)
| Nevada | 88-0326480 |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
| | |
| 601 Cien Street, Suite 235, Kemah, TX | 77565-3077 |
| (Address of Principal Executive Offices) | (ZIP Code) |
Registrant's Telephone Number, Including Area Code: (281) 334-9479
Check the appropriate box below if the Form 8-K filing 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 ACCOUNTANTS
On June 3, 2008, the Board of Directors of American International Industries, Inc. (the “Company”), based on its Audit Committee’s recommendation, dismissed GLO CPAs LLLP (“GLO”) as the Company’s independent registered public accountants and approved the engagement of GBH CPAs, PC (“GBH”) to serve as the Company’s independent registered public accountants for the fiscal year 2008, subject to shareholder approval. On June 6, 2008 the Company issued a press release announcing the change in its independent registered public accountants.
GLO’s reports on the Company’s financial statements for the years ended December 31, 2007 and 2006 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2007 and 2006 and the subsequent interim period through June 3, 2008, the date of dismissal of GLO, there were no disagreements with GLO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to GLO’s satisfaction, would have caused them to make reference to the subject matter in connection with their report on the Company’s consolidated financial statements for such years; and there were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.
The Company provided GLO with a copy of the disclosures in the preceding two paragraphs and requested in writing that GLO furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. GLO provided a letter, dated June 5, 2008 stating its agreement with such statements, which is included as an exhibit to this Form 8-K.
During the years ended December 31, 2007 and 2006 and through the date of the Audit Committee’s decision, the Company did not consult GBH with respect to 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, or any other matter or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed as part of this Current Report on Form 8-K.
| Exhibit No. | | Description |
| | | |
| 16.1 | | Letter from GLO CPAs LLLP to the Securities and Exchange Commission dated June 5, 2008 acknowledging and agreeing with Item 4.01 disclosure. |
| 99.1 | | Press release dated June 6, 2008 by American International Industries, Inc. regarding change in independent registered public accountants. |
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.
/s/ DANIEL DROR
CHAIRMAN AND CEO
Dated: June 6, 2008
/s/ SHERRY L. COUTURIER
CFO
Dated: June 6, 2008
