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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 16, 1999.
STAN LEE MEDIA, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-28530 84-1341980
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
15821 Ventura Boulevard, Suite 675, Encino, California 91436
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(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 461-1757
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Not Applicable
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(Former name or former address, if changed since last report.)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On August 16, 1999, the Registrant engaged BDO Seidman, LLP as the
Registrant's independent public accountants for 1999. The Registrant has been
advised by BDO Seidman, LLP that neither the firm nor any of its associates has
any material relationship with the Registrant or any affiliate of the Registrant
other than the prior engagement of BDO Seidman, LLP by its wholly-owned
subsidiary, Stan Lee Media, Inc., a Delaware corporation.
Listed below is information concerning a change in the Registrant's
certifying accountant made on August 16, 1999 and information concerning the
engagement of the new accountant.
A. Information concerning the resignation of former accountant.
1. Gerald R. Perlstein, Certified Public Accountant, the
independent accountant who was previously engaged as
the principal accountant to audit the Registrant's
financial statements, resigned on August 16, 1999.
2. The principal accountant's reports on the financial
statements for the past two years contained no
adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope
or accounting principles.
3. During the Registrant's two most recent fiscal years
and the subsequent interim periods preceding the
former accountant's resignation, none of the
following "reportable events" has occurred:
(i) the accountant has not advised the
Registrant that the internal controls
necessary for the Registrant to develop
reliable financial statements do not exist;
(ii) the accountant has not advised the
Registrant that information has come to the
accountant's attention that has led it to no
longer be able to rely on management's
representations or that has made it
unwilling to be associated with the
financial statement prepared by management;
(iii) the accountant has not advised the
Registrant of the need to expand
significantly the scope of its audit, or
that information has come to the
accountant's attention, during the two most
recent fiscal years and the subsequent
interim periods preceding the resignation,
that if further investigated may (i)
materially impact the fairness or
reliability of either a previously issued
audit report or the underlying financial
statements, or the financial statements
issued or to be issued covering the fiscal
periods subsequent to the date of the most
recent financial statements covered by an
audit report (including information that may
prevent it from rendering an unqualified
audit report on those financial statements),
or (ii) cause it to be unwilling to rely on
management's representations or be
associated with the Registrant's financial
statements; or
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(iv) the accountant has not advised the
Registrant that information has come to the
accountant's attention that it has concluded
materially impacts the fairness or
reliability of either (i) a previously
issued audit report or the underlying
financial statements or (ii) the financial
statements issued or to be issued covering
the fiscal periods subsequent to the date of
the most recent financial statements covered
by an audit report (including information
that, unless resolved to the accountant's
satisfaction, would prevent it from
rendering an unqualified audit report on
those financial statements).
(v) There were no disagreements with the former
accountants on any matter of accounting
principles or financial statement
disclosures which, if not resolved, would
have caused it to make a reference to the
disagreement in connection with its reports.
B. Information concerning the engagement of new accountant.
BDO Seidman, LLP was engaged by the Registrant as the
principal accountant to audit the Registrant's financial
statements on August 16, 1999. During the Registrant's two
most recent fiscal years and the subsequent interim periods
prior to engaging the new accountant, the Registrant has not
consulted the newly engaged accountant regarding either (i)
the application of accounting principles to a specific
transaction, either completed or proposed; or the type of
audit opinion that might be rendered on the Registrant's
financial statements, or (ii) any other matter.
ITEMS 1, 2, 3, 5 AND 6 ARE NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16. Letter from Gerald R. Perlstein, Certified Public
Accountant, to the Securities and Exchange
Commission, dated August 16, 1999.
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.
STAN LEE MEDIA, INC.
(Registrant)
Date: August 16, 1999. By: /s/ Gill Champion
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Gill Champion, Vice President
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EXHIBIT 16
GERALD R. PERLSTEIN
Certified Public Accountant
1260 S. Beverly Glen Blvd., Suite 106
Los Angeles, CA 90024
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Telephone (310) 275-4650
Fax (310) 275-4611
August 16, 1999
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Re: Stan Lee Media, Inc.
Commission File Number 0-28530
Ladies and Gentlemen:
I have been presented with, and have reviewed, a copy of Form 8-K dated
August 16, 1999, proposed to be filed by Stan Lee Media, Inc. ("Registrant")
with the Securities and Exchange Commission, including the disclosures by
Registrant pursuant to Item 304(a) of Regulation S-K.
Please be advised that I agree in all respects with the statements made
by the Registrant in response to Item 304(a) of Regulation S-K.
Yours truly,
/s/ Gerald R. Perlstein
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Gerald R. Perlstein
Certified Public Accountant
