SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act 1934
Date of Report: April 5, 2002
AMERICAN JEWELRY CORP.
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(Exact name of registrant as specified in charter)
NEVADA
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(State or other jurisdiction of incorporation)
0-28663 65-0675444
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(Commission File Number) (IRS Employer Identification No.)
131 WEST 35TH STREET, NEW YORK, NY 10001
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212-736-0880
Item 4. Changes in Registrant's Certifying Accountant
Item 4 has been amended in its entirety to read as follows:
On April 5, 2002, the Registrant and Feldman Sherb & Co., P.C. ("FS")
mutually agreed to the resignation of FS as the independent auditor for the
Registrant, thereby terminating the client-auditor relationship between the
Registrant and FS. The Registrant engaged Allen G. Roth, P.A. ("Roth") as its
independent auditors for the fiscal year ended December 31, 2001. The decision
to engage Roth was approved by the Board of Directors of the Registrant. FS's
reports on the consolidated financial statements of the Registrant for fiscal
years 2000 and 1999 did not contain any adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to audit scope or accounting
principles except that the report was modified as to uncertainty and contained a
disclosure stating that the financial statements were prepared based on the
assumption that the Registrant would continue as a going concern. During fiscal
years 2001, 2000 and 1999, and any subsequent interim period preceding the
resignation, there were no disagreements with FS regarding any matters of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
FS, would have caused FS to make reference to the subject matter of the
disagreements in connection with its report. The Registrant requested that FS
furnish it with a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the above statements. The letter, dated April 5,
2002, has been filed as Exhibit 1 to this Current Report on Form 8-K. A letter
from FS, dated May 9, 2002, has been filed as Exhibit 3 to this Current Report
on Form 8-K/A, which confirms that FS agrees with the revised disclosures made
herein.
Item 7. Financial Statements and Exhibits
a. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
b. PRO FORMA FINANCIAL INFORMATION.
Not applicable.
c. EXHIBITS.
Exhibit 1 - Letter dated April 5, 2002 from Feldman
Sherb & Co., P.C. to the Securities and Exchange Commission.
Exhibit 2 - Letter dated April 5, 2002 from Feldman
Sherb & Co., P.C. to the Registrant.
Exhibit 3 - Letter dated May 9, 2002 from Feldman
Sherb & Co., P.C. to the Securities and Exchange Commission.
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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 JEWELRY CORP.
By: /s/ ISAAC NUSSEN
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Name: Isaac Nussen
Title: President and Chief Executive
Officer
Dated: May 8, 2002
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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1 Letter dated April 5, 2002 from Feldman Sherb & Co., P.C. to
the Securities and Exchange Commission.
2 Letter dated April 5, 2002 from Feldman Sherb & Co., P.C. to
the Registrant.
3 Letter dated May 9, 2002 from Feldman Sherb & Co., P.C. to the
Securities and Exchange Commission.
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