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Microcap & Penny Stocks : American International Industries Inc. OTC BB Symbol EDII -- Ignore unavailable to you. Want to Upgrade?

To: Augustus Gloop who wrote (1204)	7/16/1998 7:06:00 PM
From: Janice Shell	Read Replies (1) \| Respond to of 4814

Right! Let's get back to THIS: PROPOSAL NO. 4 RATIFICATION OF APPOINTMENT OF ACCOUNTANTS FOR THE COMPANY The independent certified public accountants for the Company for the fiscal year ended June 30, 1994 were Deloitte & Touche resigned as the Company's public accountant on December 22, 1994. Deloitte & Touche's formal resignation memorializes the Company's and Deloitte & Touche's discussions that they mutually agreed that their auditor-client relationship would cease. Contemporaneously, the Board of Directors took steps to engage BDO Seidman to act as the Company's principal accountant. The reports of Deloitte on the financial statements for the fiscal years ended June 30, 1994 and 1993 contained an emphasis paragraph that the financial statements and financial statement schedules were prepared assuming the Company will continue as a going concern. The 1993 auditor's report stated that the Company's recurring losses from operations and its noncompliance with debt covenants raised substantial doubts about its ability to continue as a going concern. The 1994 report stated that the Company's declining revenues and recurring losses from operations raised substantial doubt about its ability to continue as a going concern. The 1994 report also included an emphasis paragraph describing certain amendments to the Common Stock Purchase Agreement between the Company, and Daniel Dror & Co. ("DDC"), and designees. These amendments resulted from certain transaction (i) between the Company and DDC and designees, and (ii) initiated by Daniel Dror as Chairman of the Company's investment committee, which were rescinded, amended or voided at various dates during the subsequent interim period to the fiscal June 30, 1994 year end. The decision to change accountants was approved by the Board of Directors of the Company, including the Audit Committee of the Board of Directors. 13 During the Company's two most recent fiscal years and subsequent interim periods preceding the cessation of the relationship between the Company and Deloitte there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. However, Deloitte believes that there is reportable event under Regulation S-K Item 304(a)(1)(v) which requires disclosure. On November 18, 1994 Deloitte advised the Company that it believed that significant transactions executed by individual Board members or executive officers prior to the Board of Directors deliberation and approval or without safeguards such as shared responsibilities, results in a material weakness in the Company's internal control structure and potentially exposes the Company to material loss of assets or assumption of liability. Deloitte advised that the Company should institute procedures to insure that the Board of Directors approved significant transactions before they are consummated or there is a prior approved guideline addressing the transaction. In its November 18, 1994 letter, Deloitte added that such control procedures will enhance effective corporate governance and insure that the Company's assets and resources are adequately safeguarded. The Company does not believe that Deloitte's November 18, 1994 advice to the Company was an event described in Item 304(a)(1)(v)(A) or (B) in that, in management's opinion, Deloitte's November 18, 1994 letter does not address the existence of those events, i.e., Deloitte has never advised the Company that the internal controls necessary to develop reliable financial statements do not exist or that information has come to Deloitte's attention that has made it unwilling to be associated with the financial statements prepared by management. I've seen very little sensible comment on it so far, except from me, jmt, and Kasha. Funny, isn't it? I find it quite fascinating. www4.edgar-online.com