CHRONICLE COMMUNICATIONS INC
8-K, 1999-06-03
TELEPHONE & TELEGRAPH APPARATUS
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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) May 28, 1999

                      CHRONICLE COMMUNICATIONS, INC.
        (Exact name of registrant as specified in its charter)

Georgia                          333-34283                 58-2235301
(State or other jurisdiction   (Commission               (IRS Employer
of incorporation)             File Number)         Identification No.)

      2601 Second Avenue, Tampa, Florida                 33605
   (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code (813) 248-0100

Not Applicable
(Former name or former address, if changed since last report.)

Item 4.  Changes in Registrant's Certifying Accountant

Pender, Newkirk & Company, CPAs, of Tampa, Florida ("Pender") audited the
Registrant's financial statements at and for the period and year ended
September 30, 1996 and 1997.  Pender had not commenced an audit of the
Registrant's financial statements at and for the year ended September 30,
1998, due to the Registrant's inability to pay outstanding fees.  As of May
28, 1999, the Registrant had paid or made arrangements to pay the entire
outstanding balance of Pender's fees.  On May 28, 1999, the Registrant
terminated Pender's services with respect to the Company's 1998 fiscal
year.  The Company terminated Pender out of concern that the large unpaid
balance of fees due to Pender for such an extended period of time had had
an adverse effect on the relationship between the Registrant and Pender.

Pender's audit report dated December 17, 1997 covering the Registrant's
financial statements at and for the period and year ended September 30,
1996 and 1997 contained the following statement:  "The accompanying
financial statements have been prepared assuming that the Company
[Registrant] will continue as a going concern.  As discussed in Note 3 to
the financial statements, the Company's negative working capital of
approximately $138,000 at September 30, 1997, significant operating losses
of approximately $988,000 since inception, and negative cash flows from
operations of $566, 000 since inception raise substantial doubt about its
ability to continue as a going concern."

The change in accountants was not recommended or approved by the
Registrant's audit committee of the board of directors or by the board of
directors; but is expected to be ratified by the board of directors.

During the Registrant's two most recent fiscal years audited at and for
September 30, 1996 and 1997, the fiscal year ended September 30, 1998 which
has not yet been audited and the interim period beginning October 1, 1998
and ending May 28, 1999, there were no disagreements between the Registrant
and Pender on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.  No audit procedures
had been undertaken by Pender for the fiscal year ended September 30, 1998
and the interim period preceding May 28, 1999.  Therefore, there were no
disagreements between the Registrant and Pender on any matter of accounting
principles or practices, financial statement disclosures or auditing scope
and procedures.

At no time during the Registrant's most recent two fiscal years, did Pender
advise the Registrant that (A) the Registrant's internal controls necessary
for the Registrant to develop reliable financial statements did not exist,
(B) information had come to Pender's attention that had 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 statements prepared by
management, (C) the scope of the audit would need to be significantly
expanded, or information had come to Pender's attention during that time
period that if further investigated might (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 period(s) subsequent to the date of the most
recent financial statements covered by an audit report (including
information that might 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, and due to Pender's termination or for any other
reason, Pender did not so expand the scope of its audit or conduct such
further investigation, or (D) (1) information had come to Pender's
attention that it had concluded materially impacted 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 period(s) subsequent to the date of the
most recent financial statements covered by an audit report and (2) due to
Pender's termination or for any other reason, the issue (of which there
were none) had not been resolved to Pender's satisfaction prior to its
termination.  Notwithstanding, it should be noted that Pender performed no
audit work pertaining to the fiscal year ended September 30, 1998 and
subsequent periods and has therefor issued no audit report on these
periods.

The Registrant has engaged Bella, Hermida, Gillman, Hancock & Mueller,
certified independent accountants of Plant City, Florida on May 28, 1999 to
audit its financial statements at and for the year ended September 30,
1998.  Neither the Registrant nor anyone on its behalf at any time has
consulted the newly engaged accountant regarding (i) either: 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 (there being none) or a reportable
event (there being none).

The Registrant has provided Pender with a copy of this Report on Form 8-K
prior to filing hereof with the Commission, accompanied by a request that
Pender furnish the Registrant with a letter addressed to the Commission
stating whether it agrees with the foregoing statements made by the
Registrant.  The Registrant has filed Pender's letter as an exhibit to this
report.

Item 7.  Financial Statements and Exhibits.

(c)  Exhibits:

16.  Letter of Pender, Newkirk & Company

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.

Chronicle Communications, Inc.

By:  /s/ John V. Whitman, Jr.
       John V. Whitman, Jr., Chief Executive Officer

Date:  June 3, 1999

EXHIBIT 16:

Letter of Pender, Newkirk  & Company




June 3, 1999

Securities and Exchange Commission
450 Fifth Street, Northwest
Washington, D.C.  20549

Re:	Chronicle Communications, Inc.
	File Reference No. 333-63143

Dear SEC Representative:

We were previously the principal accountants for Chronicle
Communications, Inc. and, under the date of December 17, 1997, except for
the last paragraph of Note 3, as to which the date was February 20, 1998,
we reported on the financial statements of the Company as of September
30, 1997 and for the year ended September 30, 1997 and the period April
5, 1996 (date of inception) through September 30, 1996.  Our appointment
as principal accountants was terminated on May 28, 1999.  We have read
the statements of Chronicle Communications, Inc. included under Item 4 of
its Form 8-K dated June 1, 1999 and we agree with such statements, with
the exception that we have no knowledge regarding the activities of the
Registrant and their newly engaged accountants.

Very truly yours,


/s/Pender Newkirk & Company
Pender Newkirk & Company
Certified Public Accountants

PNC/lss



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