PTN MEDIA INC
8-K/A, 2000-08-16
COMPUTER PROGRAMMING SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 8-K/A


                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                                 August 16, 2000


                Date of Report (Date of Earliest Event Reported)


                                 PTN Media, Inc.

             (Exact name of Registrant as specified in its charter)


              Delaware               0-24835             38-3399098

         (State or other           (Commission          (IRS Employer
         jurisdiction of           File Number)       Identification No.)
        incorporation or
          organization)

                           455 East Eisenhower Parkway
                                    Suite 15
                            Ann Arbor, Michigan 48108

                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (734) 327-0579


                                 with copies to:

                                Hank Gracin, Esq.
                               Lehman & Eilen, LLP
                         50 Charles Lindbergh Boulevard
                                    Suite 505
                                Tel: 516-222-0888
                                Fax: 516-222-0948


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ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

   (a) By letter dated July 10, 2000, PTN Media, Inc. (the "Company") terminated
Lazar, Levine & Felix, LLP as independent certified accountants for the Company.
The decision to change accountants was recommended by the Company's Board of
Directors.


   The Company's former independent certified accountants', Lazar, Levine &
Felix, LLP ("Lazar, Levine"), annual report covering the two fiscal years ended
December 31, 1999 and 1998 did not include an adverse opinion or disclaimer of
opinion, and was not modified as to audit scope or accounting principles but
was modified for a going concern uncertainty.

     In connection with the audits of the two most recent fiscal years and
during subsequent interim periods preceding the termination of Lazar, Levine,
there did not develop any disagreements on any matter of accounting of
principles or practices, financial statement disclosure or auditing scope or
procedure between such former independent certified accountants and management
of the Company or other reportable events which have not been resolved to the
Company's former independent certified accountants' satisfaction. Lazar, Levine
had been the Company's independent certified accountants since approximately
July 1998.


   (b) As of July 11, 2000, the Company engaged Merdinger,  Fruchter,  Rosen &
Corso, P.C. as the Company's  independent  auditors to replace Lazar, Levine &
Felix, LLP.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

   (C)  EXHIBITS.


   16.1 Letter RE Change in Certifying Accountant of Lazar, Levine & Felix, LLP,
dated August 14, 2000.



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                          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 authorized.

                               PTN MEDIA, INC.


Dated: August 16, 2000         By: /s/ Peter Klamka
                                  ----------------


                                  Peter Klamka
                                  Chief Executive Officer


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                        EXHIBIT INDEX

EXHIBIT
NUMBER            DESCRIPTION


16.1              Letter re Change in Certifying Accountant of Lazar, Levine &
                  Felix, LLP, dated August 14, 2000.







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