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): July 21, 1997
BRILLIANT DIGITAL ENTERTAINMENT, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21637 95-4592204
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
6355 Topanga Canyon Boulevard, Suite 513
Woodland Hills, California 91367
(Address of Principal Executive Offices)
(818) 346-3653
(Registrant's Telephone Number)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
The Audit Committee of the Company has approved the engagement of Price
Waterhouse LLP as its independent auditors for the year ending December 31,
1997 to replace the firm of Ernst & Young LLP, who were dismissed as auditors
of the Company effective July 21, 1997.
Ernst & Young LLP audited the consolidated balance sheets of the Company,
and the related consolidated statements of operations, stockholders' deficiency
and cash flows for each of the two years in the period ended June 30, 1996 and
the six months ended December 31, 1996 (collectively, the "Financial
Statements"). Except for the report on the Company's consolidated financial
statements for the year ended June 30, 1996 (which was prior to the Company's
initial public offering) which contained an explanatory paragraph with respect
to the Company's ability to continue as a going concern, Ernst & Young LLP's
reports on the financial statements did not contain an adverse opinion,
disclaimer of opinion nor were they qualified or modified as to uncertainty,
audit scope or accounting principles. The March 24, 1997 report of Ernst &
Young LLP on the Company's consolidated financial statements for the six months
ended December 31, 1996 contained no qualifications.
In connection with the audits of the Company's financial statements for
each of the two fiscal years ended June 30, 1996, the six months ended December
31, 1996, and in the subsequent interim period, there were no disagreements
with Ernst & Young LLP on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope and procedures which, if not
resolved to the satisfaction of Ernst & Young LLP would have caused Ernst &
Young LLP to make reference to the matter in their report.
The Company has requested Ernst & Young LLP to furnish it a letter
addressed to the Commission stating whether it agrees with the above
statements. A copy of that letter, dated July 24, 1997 is filed as Exhibit
99.1 to this Form 8-K.
<PAGE>
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.
July 25, 1997 BRILLIANT DIGITAL ENTERTAINMENT, INC.
By: /s/ Michael Ozen
_________________________________
Michael Ozen
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
EXHIBITS PAGE NUMBER
________ ___________
99.1 Letter from Ernst & Young LLP, dated July 24, 1997 5
<PAGE>
EXHIBIT 99.1 TO FORM 8-K
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of form 8-K dated July 21, 1997, of Brilliant Digital
Entertainment, Inc. and are in agreement with the statements contained in the
second and third paragraphs therein. We have no basis to agree or disagree with
other statements of the registrant contained therein.
Ernst & Young LLP
July 24, 1997
Los Angeles, California
<PAGE>
