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): September 19, 2000
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ADVANCED MATERIALS GROUP, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 0-16401 33-0215295
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(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
20211 South Susana Road, Rancho Dominguez, California 90221
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 537-5444
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Dismissal of Independent Accounting Firm
(i) Ernst & Young, L.L.P. (the "principal accountants"), the
independent accounting firm which audited the financial statements of the
registrant for the fiscal years ended November 30, 1999 and November 30, 1998,
was dismissed by the Company on September 19, 2000.
(ii) None of the principal accountants' reports on the
financial statements of the registrant has contained an adverse opinion or a
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope, or accounting principles.
(iii) This action was approved by the audit committee of the
board of directors and the board of directors of the registrant.
(iv) During the preceding two years and any subsequent interim
period preceding the dismissal of the prinicipal accountants, the registrant had
no disagreements with the principal accountants on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of the
principal accountants, would have caused it to make reference to the subject
matter of the disagreements in connection with its report.
(v) None of the kinds of events listed in paragraphs
(a)(1)(v)(A)-(D) of Regulation S-K item 304 occurred during the two most recent
fiscal years and any subsequent interim periods preceding the dismissal of the
principal accountants.
(b) Engagement of New Independent Accountants
(i) On September 19, 2000, the registrant's audit committee
and board of directors formally engaged BDO Seidman (the "new accounting firm")
of 3200 Bristol Street, 4th Floor, Costa Mesa, California, 92626, to audit the
registrant's financial statements. The new accounting firm was not consulted on
any manner described in Regulation S-K item 304(a)(2) during the registrant's
two most recent financial years and subsequent interim periods preceding the
engagement of the new accounting firm. The new accounting firm has reviewed and
approved the content of the Report on Form 8-K and has declined the opportunity
to file any clarifying statement with the Commission.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibit
EXHIBIT DESCRIPTION
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16.1 Letter from Ernst & Young, L.L.P. regarding
its concurrence with the Registrant's
statement regarding change of 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.
Advanced Materials Group, Inc.
(Registrant)
Date: September 22, 2000 By: /s/Steve F. Scott
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(Signature)
Name: Steve F. Scott
Title: President and Chief Executive
Officer
ADVANCED MATERIALS GROUP, INC.
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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16.1 Letter from Ernst & Young, L.L.P. regarding
its concurrence with the Registrant's
statement regarding change of accountants.