PLANET ENTERTAINMENT CORP
8-K, 1999-08-17
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                       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 13, 1999
                                                --------------------------------


                        PLANET ENTERTAINMENT CORPORATION
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)



                                    FLORIDA
- --------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)


       0-29776                                            33-0471728
- --------------------------                     ---------------------------------
(Commission file number)                       (IRS employer identification no.)



           222 Highway 35, P.O. Box 4085, Middletown, New Jersey 07748
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)


Registrant's telephone number, including area code    (732) 530-8819
                                                  ------------------------------

- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>


Item 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         Effective August 13, 1999, the registrant notified A.J. Robbins,  P.C.,
the independent  accounting firm previously engaged as the principal  accountant
to audit the registrant's financial statements, of its dismissal. Such principal
accountant's  report on the  registrant's  financial  statements for each of the
past two years did not contain an adverse  opinion or a  disclaimer  of opinion,
and was not qualified or modified as to uncertainty,  audit scope, or accounting
principles.  The  decision to change  accountants  was  approved by the Board of
Directors of the  registrant.  During the  registrant's  two most recent  fiscal
years and any subsequent  interim period  preceding such dismissal there were no
disagreements with the former accountant 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  the  former
accountant,  would have caused it to make reference to the subject matter of the
disagreements in connection with its report.

         Effective August 16, 1999, the registrant  engaged Lazar Levine & Felix
LLP, a new  independent  accountant,  as the  principal  accountant to audit the
registrant's  financial  statements.  During the  registrant's  two most  recent
fiscal  years,  and  any  subsequent  interim  period  prior  to  engaging  that
accountant,  neither the registrant nor anyone on its behalf consulted the newly
engaged   accountant   regarding  either:  (i)  the  application  of  accounting
principles to a specified transaction, either completed or proposed; or the type
of  audit  opinion  that  might  be  rendered  on  the  registrant's   financial
statements;  or (ii) any matter that was either the subject of a disagreement or
a reportable event.

Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

    (c)  Exhibits.

         16.  Letter of A.J. Robbins, P.C. re: Change in Certifying Accountant.



                                       2

<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.

                                       PLANET ENTERTAINMENT, INC.
                                       (Registrant)


Dated:  August 17, 1999                By: /s/ JOHN S. ARNONE
                                          --------------------------------------
                                               John S. Arnone
                                               President and CEO




                                                                 AJ. ROBBINS, PC
                                                    CERTIFIED PUBLIC ACCOUNTANTS
                                                                 AND CONSULTANTS

August 13, 1999



Mr. John Arnone
President, Chief Executive Officer
Planet Entertainment, Inc.
225 Highway 35
Post Office Box 4085
Middletown, NJ 07748

Dear Mr. Arnone:

This is to confirm that the client-auditor relationship between Planet
Entertainment, Inc. (Commission File Number 0-29776) and AJ. Robbins, P.C. has
ceased.

Very truly yours,



AJ. ROBBINS, P.C.


By /s/ AJ ROBBINS
  ---------------------------
  AJ. Robbins, C.P.A.


AJR:kb


cc:      Office of the Chief Accountant              Fax #(202) 942-9858
         SEC - Office of the Chief Accountant
         Attn:  SECPS Letter File
         Mail Stop 9-5
         450 Fifth Street, N.W.
         Washington, D.C.  20549



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