FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report: October 24, 1996
Name of Registrant: Cable-Sat Systems, Inc.
State of Incorporation: Florida
Commission File #: 0-21191
IRS Employer ID# 65-0581474
Address: 2105 Hamilton Avenue, Suite 140
San Jose, CA 95125
Telephone: (408) 879-6600
Item 4 - Changes in Registrants Certifying Accountant
(a)(1) Previous independent accountants
(i) On October 18, 1996, Cable-Sat Systems, Inc. (the
"Company") dismissed Grant-Schwartz Associates, CPA's, as its
independent accountants.
(ii) The reports of Grant-Schwartz Associates, CPA's on the
Company's financial statements for the six months ended March 31,
1996, the year ended September 30, 1995, and for the period from
August 26, 1994 (date of inception), to March 31, 1996, contained
no adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principles.
(iii) The Company's Board of Directors approved the decision
by management to change independent accountants effective beginning
with the audit for the fiscal year ended September 30, 1996.
(iv) In connection with the Company's audits for the six
months ended March 31, 1996, the year ended September 30, 1995, and
for the period from August 26, 1994 (date of inception), to March
31, 1996, and through October 18, 1996, there have been no
disagreements with Grant-Schwartz Associates, CPA's on any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if
not resolved to the satisfaction of Grant-Schwartz Associates,
CPA's would have caused them to make reference thereto in their
report on the financial statements for such periods.
(v) During the six months ended March 31, 1996, the year
ended September 30, 1995, and for the period from August 26, 1994
(date of inception), to March 31, 1996, and through October 24,
1996, there have been no reportable events (as defined in
Regulation S-K Item 304 (a) (1) (v)).
(a)(2) The Company has requested that Grant-Schwartz Associates,
CPA's furnish it with a letter addressed to the Commission stating
whether or not it agrees with the above statements. A copy of such
letter dated October 24, 1996, is filed as Exhibit 1 to this Form
8-K.
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.
Date: October 24, 1996
Cable-Sat Systems, Inc.
/s/ Abe Ostrovsky
Abe Ostrovsky
Chief Executive Officer
<PAGE>
EXHIBIT 1
GRANT-SCHWARTZ ASSOCIATES, CPA'S
40 SE 5TH STREET--STE 500
BOCA RATON, FLORIDA 33432
October 24, 1996
TO: SECURITIES AND EXCHANGE COMMISSION
RE: CABLE-SAT SYSTEMS, INC.
Gentlemen:
We have read Item 4 of the Form 8-K of Cable-Sat Systems, Inc.
dated October 24, 1996 and agree with the statements contained
herein.
Very truly yours,
/s/ Grant-Schwartz Associates, CPA's
C:\DMS\4881\001\0185302.02
