8-K

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549



                                   FORM 8-K


               Current Report Pursuant to Section 13 or 15(d) of
                          The Securities Act of 1934



Date of Report (Date of earliest event reported):           April 7, 1999
                                                            -------------

                                amdiv.com, inc.
                                ---------------
             (Exact name of registrant as specified in its charter)


          NEVADA                   000-23615                86-0854150
          ------                   ---------                ----------
     (State or other              (Commission            (I.R.S. Employer
       jurisdiction               File Number)          Identification No.)
     of incorporation)

              10900 Wilshire Boulevard, Suite 930
                   Los Angeles, California                90004
              -----------------------------------         -----
           (Address of principal executive offices)     (Zip Code)


Registrant's telephone number, including area code:      (310) 209-5090
                                                         --------------







ITEM 5.      OTHER EVENTS.

     The Company has discovered evidence of apparent irregularities in the 
status of its principal banking account in Europe which, as of February 28, 
1999, according to the bank statements provided to the Company's officers in 
the United States, had a balance  in excess of 15 million Deutsche marks 
(U.S.$ 8.2 million).  The Company's preliminary investigation has indicated 
that this account was false and did not exist in the Company's name, and that 
an alleged predecessor account established in the Company's name in Germany in 
the amount of 17,500,000  Deutsche marks (U.S. $9.58 million) was also false 
and non-existent.  The original account was allegedly established in the 
Company's name to receive the proceeds from the closing of an escrow account 
on October 12, 1998 from the capital contributions of a group of founding 
shareholders.  The information provided to the Company and its independent 
accountants, in connection with preparation of the financial statements for 
the fiscal year ended August 31, 1998,  to confirm these accounts was 
apparently false. 

     The Company's Board of Directors has authorized an investigation to trace 
the proceeds of the alleged escrow account.  The Board of Directors has 
established a Special Investigating Committee to investigate the matter and to 
take appropriate action to locate and recover any missing funds and pursue 
claims against any persons responsible for providing false information to the 
Company.

     The Company has further been advised that a petition in bankruptcy under 
German law is being filed for its principal subsidiary in Germany, American 
Diversified AG.

     The Company has also been notified by its independent accountants, 
McGladrey & Pullen, LLP, of the withdrawal of their auditor's report dated 
October 16, 1998 issued in connection with the Company's August 31, 1998 
consolidated financial statements.  A copy of a letter from McGladrey & 
Pullen, LLP dated April 6, 1999, is filed as an Exhibit to this report.

     The Company will take action to restate its audited financial statements 
for the fiscal year ended August 31, 1998, as reported in the Company's Form 
10-K, and the unaudited financial statements, as reported in the Company's 
Form 10-Q for the fiscal quarter ended November 30, 1998. 

     If the Company is unable to recover the funds, the Company will not have 
operating capital sufficient to continue operations.

ITEM 7(c)     EXHIBITS

     The following exhibit is filed as part of this report in accordance with 
the provisions of Item 601 of Regulation S-B:

Exhibit          Name of Exhibit
- -------          ---------------
99.1             McGladrey & Pullen, LLP letter withdrawing
                 auditor's report dated October 16,1998



                                  SIGNATURE

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.


                                        amdiv.com, inc.


Date:  April 7, 1999                     By:  /s/ James B. Rea, Jr.
- --------------------                     --------------------------
                                         James B. Rea, Jr.
                                         President and Chief Executive Officer





                                EXHIBIT INDEX


Exhibit          Name of Exhibit
- -------          ---------------
99.1             McGladrey & Pullen, LLP letter withdrawing
                 auditor's report dated October 16,1998

EX-99

                                EXHIBIT 99.1
                                ------------



April 6, 1999


Board of Directors
amdiv.com, inc.
10900 Wilshire Boulevard, 9th Floor
Los Angeles, CA 90024

You have informed us that information has come to the attention of management 
and the Board of Directors of amdiv.com, inc. (the "Company") which indicates 
the Company's August 31, 1998 consolidated  financial statements may be 
materially misstated.  We understand the Company is in the process of 
investigating whether there has been a misappropriation of cash proceeds from 
the sale of a note receivable.   We also understand that the Company will be 
informing the public on April 7, 1999 that those financial statements are 
possibly in error and should no longer be relied upon.

Because of the significance of the information brought to our attention 
indicating the August 31, 1998 consolidated financial statements may be 
materially misstated, we hereby withdraw our auditor's report dated October 
16, 1998, except for note 10 as to which the date is December 3, 1998 on the 
August 31, 1998 consolidated financial statements of amdiv.com, inc. and 
subsidiaries.  You should notify those parties known to be relying or who are 
likely to rely on the financial statements and our report thereon that they 
should no longer be relied upon and that our report should no longer be 
associated with those financial statements.  Please provide us by April 9, 
1999 a copy of the Company's communication making such notification.

When the Company has completed its investigation of this matter, please advise 
us of the Company's findings so that we may determine whether or not we would 
agree to reissue our report.


McGladrey & Pullen, LLP


/s/ Kenneth R. Stoll
- --------------------
Kenneth R. Stoll
Partner