-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UnyI9WNbyJ5/fHp3yMPHpWaZZl9RsK6teOZ7jJw1vkf/DmTQ7/gDc5RkTZc/q5mt cYvrKw3ML+DKxfwSYvmuLw== 0001096350-04-000076.txt : 20040419 0001096350-04-000076.hdr.sgml : 20040419 20040419170445 ACCESSION NUMBER: 0001096350-04-000076 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040402 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANDEAN DEVELOPMENT CORP CENTRAL INDEX KEY: 0000943184 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 650548697 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-28806 FILM NUMBER: 04741098 BUSINESS ADDRESS: STREET 1: 1224 WASHINGTON AVE CITY: MIAMI STATE: FL ZIP: 33139 BUSINESS PHONE: 3055311174 MAIL ADDRESS: STREET 1: 600 BRICKELL AVE STREET 2: SUITE 301 B CITY: MIAMI STATE: FL ZIP: 33131 8-K/A 1 apr8ka.txt U.S. 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 OF 1934 Date of Report (Date of earliest event reported): April 2, 2004 ANDEAN DEVELOPMENT CORPORATION ------------------------------ (Exact name of registrant as specified in its charter) Florida 33-90696 65-0648697 ------------------ -------- ---------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 1224 Washington Avenue, Miami Beach, Florida 33154 ---------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (305) 531-1174 -------------- Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Spear, Safer, Harmon & Co. audited the Company's balance sheets as of December 31, 2002, 2001, 2000, 1999, 1998, 1997, 1996, and 1995 and the related statements of operations, stockholders' deficit and cash flows for the years then ended. Such financial statements accompanied the Company's Form 10-KSB for the year ended December 31, 2002, 2000, 1999, 1998, 1997, 1996, and 1995 and were filed with the Securities and Exchange Commission. The report of Spear, Safer, Harmon & Co. on such financial statements did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. On October 31, 2003 Terance L. Kelley, CPA combined with another CPA to form the accounting firm of Pollard-Kelley Auditing Services, Inc. The decision to change accountants from Terance L. Kelley, CPA to Pollard-Kelley Auditing Services, Inc., the successor to Terance L. Kelley, CPA, was approved by the board of directors. The Company subsequently engaged Pollard-Kelley Auditing Services, Inc. as the Company's successor independent auditor. The contract with Spear, Safer, Harmon & Co. lapsed and the Registrant declined to renew the engagement for reasons outlined below. Spear, Safer, Harmon & Co. was originally appointed as the Company's auditor in December, 1995. Apart from a brief period in which no audited statements were filed, Spear, Safer, Harmon & Co. remained the Company's auditor until the Company's contract with Spear, Safer, Harmon & Co. lapsed in March, 2004 and the Company declined to renew the engagement for reasons outlined below. Since the original engagement of Spear, Safer, Harmon & Co., there have been no disagreements with Spear, Safer, Harmon & Co. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure or any reportable events. The Auditors Reports on the financial statements for the Company since the fiscal year ended December 1995 (the original date of the engagement of Spear, Safer, Harmon & Co.) did not contain any adverse opinion or a disclaimer of opinion. The Company's management has changed since its last audit and it was determined that, while there was no concern regarding the quality of the audits performed by Spear, Safer, Harmon & Co., a new independent certified public accountant would be in the best interests of the shareholders of the Company. On April 1, 2004, the Company engaged Jewett Schwartz & Associates to act as the Company's independent certified public accountant. Jewett Schwartz & Associates Certified Public Accountants were appointed by the Company on April 1, 2004 to audit the Company's financial statements for the fiscal year ended December 31, 2003. During our two most recent fiscal years and the subsequent interim period preceding their appointment as independent accountants, neither the Company nor anyone on its behalf consulted Jewett Schwartz & Associates regarding either 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, nor has the Company's provided to the Company a written report or oral advice regarding such principles or audit opinion. During our two most recent fiscal years and any subsequent interim period preceding the date of dismissal, there were no disagreements between Spear, Safer, Harmon & Co. and the Company, whether resolved or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved, would have caused them to make reference to the subject matter of the disagreement in connection with their reports. We have provided Spear, Safer, Harmon & Co. with a copy of the disclosure provided under this caption of this Report, and advised it to provide us with a letter addressed to the Securities and Exchange Commission as to whether it agrees or disagrees with the disclosures made herein. Spear, Safer, Harmon & Co.'s response is filed with this Form 8-K as Exhibit 16.1 Item 304(a)(3) of Regulation S-B. Item 7. 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: April 19, 2004 By:/s/ Lance Larson ---------------------------- Lance Larson, Director EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 16.1 Letter Regarding Change in Certifying Accountant. EX-16 3 ex161a.txt EXHIBIT 16.1 SPEAR, SAFER, HARMON & CO. PROFESSIONAL ASSOCIATION CERTIFIED PUBLIC ACCOUNTANTS 8350 N.W. 52ND TERRACE, SUITE 301 MIAMI, FLORIDA 33166 1-800-776-1099 TEL: (305) 591-8850 FAX: (305) 593-9883 April 19, 2004 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Andean Development Corp. File Ref. No. 33-90696 Dear Sirs/Mesdames: We were previously the principal accountants for Andean Development Corp. and we reported on the consolidated financial statements of Andean Development Corp. and Subsidiaries as of the period since December 31, 1995. As of this date, we were not engaged as the principal accountants for Andean Development Corp. We have read Andean Development Corp.'s statements under Item 4 of its Form 8-K/A dated April 19, 2004 and we agree with such statements. For the most recent fiscal year of 2002 and any subsequent interim period, there has been no disagreement between Andean Development Corp. and Spear, Safer, Harmon & Co on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Spear, Safer, Harmon & Co would have caused it to make a reference to the subject matter of the disagreement in connection with its reports. Very truly yours, SPEAR, SAFER, HARMON & CO. -----END PRIVACY-ENHANCED MESSAGE-----