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): April 21, 2005
AFG Enterprises, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation or Organization)
000-28515
(Commission File Number)
84-1249735
(IRS Employer Identification No.)
73-595 El Paseo, Suite 2204, Palm Desert, California 92260
(Address of Principal Executive Offices) (Zip Code)
(760) 674-9696
Registrant's Telephone Number, Including Area Code
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:
|_| 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
On April 21, 2005, Causey Demgen & Moore Inc. ("CDM") declined to stand
for re-appointment as AFG Enterprises, Inc. (the "Company") independent
accountants due to the restrictions imposed by Section 208(a) of the
Sarbanes-Oxley Act of 2002 and the rules and regulations of the Securities
Exchange Commission that prohibit partners on the audit engagement team from
providing audit services to the issuer for more than five consecutive years and
from returning to audit services with the same issuer within five years. The
Company appointed the firm of Singer Lewak Greenbaum & Goldstein LLP ("SLGG") to
serve as independent public accountants of the Company for the fiscal year
ending December 31, 2004.
CDM's report on the Company's financial statements for the fiscal years
ended December 31, 2003 and 2002 did not contain an adverse opinion or
disclaimer of opinion, or was modified as to uncertainty, audit scope or
accounting principles. However, they did include an explanatory paragraph
wherein they expressed substantial doubt about the Company's ability to continue
as a going concern.
During the years ended December 31, 2003 and 2002 and through April 21,
2005, there were no disagreements with CDM on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to CDM's satisfaction, would have caused them
to make reference to the subject matter of such disagreements in connection with
their report on the Company's financial statements for such years.
The Company provided CDM with a copy of the foregoing disclosures.
Attached as Exhibit 16.1 is a copy of CDM's letter stating its agreement with
such statements.
During the years ended December 31, 2003 and 2002 and through the date
hereof, the Company did not consult with SLGG 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 financial
statements.
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Description
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16.1 Letter from Causey Demgen & Moore Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
AFG Enterprises, Inc.
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Registrant
Date: April 22, 2005 By: /s/William P. Stelt
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William P. Stelt, Chief Financial Officer