UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 16, 2009
AMERICAN
RESOURCES & DEVELOPMENT COMPANY
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(Exact
name of registrant as specified in its
charter)
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Utah
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000-18865
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84-0401100
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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5891
Sagewood, Murray, UT
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94597
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(801)
230-1030
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not
applicable
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(Former
name or former address, if changed since last
report)
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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 (see General Instruction A.2. below):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.01 Changes
in Registrant's Certifying Accountant.
On
September 16, 2009, American Resources &
Development Company dismissed Moore & Associates, Chartered as its
independent registered public accounting firm and engaged MantylaMcReynolds, LLC
as our independent registered public accounting firm. Moore &
Associates, Chartered audited our financial statements for the periods ended
March 31, 2009, 2008 and 2007. The dismissal of Moore &
Associates, Chartered was approved by our Board of Directors on September 16,
2009. Moore & Associates, Chartered did not resign or decline to
stand for re-election. The Public Company Accounting Oversight Board
(PCAOB) revoked the registration of Moore & Associates, Chartered on August
27, 2009 because of violations of PCAOB rules and auditing standards in auditing
the financial statements, PCAOB rules and quality control standards, and Section
10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and
noncooperation with a Board investigation. As a result, we are not
permitted to include audit reports or consents from Moore & Associates,
Chartered in any filings we may make with the Securities and Exchange Commission
after August 27, 2009. Because Moore & Associates, Chartered
audited our financial statements for the fiscal year ended March 31, 2009, which
we will be required to include in our 2010 Annual Report on Form 10-K when
filed, we have also engaged MantylaMcReynolds, LLC to conduct a re-audit of our
financial statements for the year ended March 31, 2009,.
Neither
the report of Moore & Associates, Chartered dated July 14, 2009 on our
balance sheets as of March 31, 2009 and 2008 and the related statements of
operations, stockholders’ equity and cash flows for the years ended March 31,
2009 and 2008, nor the report of Moore & Associates, Chartered dated June
12, 2007 on our balance sheet as of March 31, 2007 and the related statements of
operations, stockholders’ equity, and cash flows for the years ended March 31,
2007, 2006, and 2005, contained an adverse opinion or a disclaimer of opinion,
nor was either such report qualified or modified as to uncertainty, audit scope,
or accounting principles, except that both such reports raised substantial
doubts on our ability to continue as a going concern.
During
our two most recent fiscal years and the subsequent interim period preceding our
decision to dismiss Moore & Associates, Chartered we had no disagreements
with the firm on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure which disagreement if not
resolved to the satisfaction of Moore & Associates, Chartered would have
caused it to make reference to the subject matter of the disagreement in
connection with its report.
During
our two most recent fiscal years and the subsequent interim period prior to
retaining MantylaMcReynolds, LLC, (1) neither we nor anyone on our behalf
consulted MantylaMcReynolds, LLC regarding (a) 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 our financial statements
or (b) any matter that was the subject of a disagreement or a reportable event
as set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K, and
(2) MantylaMcReynolds, LLC did not provide us with a written report or oral
advice that they concluded was an important factor considered by us in reaching
a decision as to accounting, auditing or financial reporting issue.
We
attempted to provide Moore & Associates, Chartered with a copy of this
Current Report on Form 8-K prior to its filing with the Securities and Exchange
Commission, and requested that the firm furnish us with a letter addressed to
the Securities and Exchange Commission stating whether they agree with the
statements made in this Current Report on Form 8-K, and if not, stating the
aspects with which they do not agree. Moore & Associates,
Chartered advised us that on advice of legal counsel they would not be providing
such a letter.
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.
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American
Resources & Development Company
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By:
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/s/ Keith
M Elison |
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Keith
M Elison |
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Chief
Financial Officer |
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