U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment Number 2
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 17, 2005
ANDEAN DEVELOPMENT CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 33-90696 65-0648697
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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254-16 Midlake Boulevard, SE, Calgary, AB T2X 2X7
(Address of principal executive offices)
403.256.6730
(Registrant’s telephone number)
Item 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Effective on March 17, 2005, the Registrant dismissed Jewett, Schwarz & Associates by declining to renew the engagement of Jewett, Schwarz & Associates as the independent accountant engaged to audit the financial statements of the Registrant and engaged Madsen & Associates CPA as its new independent registered public accounting firm for fiscal year ending December 31, 2005. Managements’ decision was based on its intent to identify a merger candidate to replace the earlier business plan.
Jewett, Schwarz & Associates performed the audit of the Registrant’s financial statements for year ending December 31, 2004. During this period and the subsequent interim period prior to the Registrant declining to renew their engagement, there were no disagreements with Jewett, Schwarz & Associates on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to Jewett, Schwarz & Associate’s satisfaction would have caused Jewett, Schwarz & Associates to make reference to this subject matter of the disagreements in connection with Jewett, Schwarz & Associate’s report, nor were there any "reportable events" as such term is defined in Item 304(a)(3) of Regulation S-B, promulgated under the Securities Exchange Act of 1934, as amended; except that the financial statements for the Registrant for the fiscal year ended December 31, 2003 did contain an adverse opinion in that Jewett, Schwarz & Associates raised the uncertainty expressed by previous auditors that the Company will continue as a going concern.
The Registrant determined that, although the registrant was very satisfied with thequality of the audits prepared by Jewett, Schwarz & Associates, a new independent certified public accountant would be in the best interests of the shareholders of the Registrant. The decision to not to renew the engagement with Jewett, Schwarz & Associates was approved by the Registrant’s Board of Directors.
The audit reports of Jewett, Schwarz & Associates for the Registrant's year ending on December 31, 2004 did not contain an adverse opinion, or a disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles, other than the uncertainty that the Registrant might not be able to operate as a going concern; except that the financial statements for the Registrant for the fiscal year ended December 31, 2003 did contain an adverse opinion in that Jewett, Schwarz & Associates raised the uncertainty expressed by previous auditors that the Company will continue as a going concern.
The Registrant has requested Jewett, Schwarz & Associates to furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made above by the Registrant. A copy of such letter is filed as Exhibit 16.1 to this Form 8-K.
(b) Effective on March 17, 2005 the Registrant has engagedMadsen & Associates, CPA’s, as the new principal accountant to audit its financial statements. The decision to engageMadsen & Associates, CPA’s was approved by the Registrant's Board of Directors.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 16.1 Letter regarding change in certifying accountant.
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.
ANDEAN DEVELOPMENT CORPORATION
Date: May 17, 2005
By:/s/ Lance Larson
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Lance Larson, Director
EXHIBIT INDEX
EXHIBIT DESCRIPTION |
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16.1 Letter Regarding Change in Certifying Accountant. |