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
Date of Report (Date of earliest event reported) April 24, 2000
INTERNET CABLE CORPORATION
--------------------------
(Exact name of registrant as specified in its charter)
NEVADA 000-26011 87-0540291
------ --------- ----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1463 DUNWOODY DRIVE
WEST CHESTER, PENNSYLVANIA 19380
--------------------------------
(Address of principal executive offices, including zip code)
(610) 647-0400
--------------
(Registrant's telephone number, including area code)
<PAGE>
EXPLANATORY NOTE
The purpose of this Form 8-K/A is to add an exhibit received from the
Registrant's former accountant to the Form 8-K filed May 1, 2000.
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
1. At a regularly scheduled meeting of the Internet Cable Corporation (the
"Company") Board of Directors (the "Board") held on April 24, 2000, the Board
approved the recommendation of the Audit Committee of the Board and engaged
PricewaterhouseCoopers LLP ("PWC") as its independent accountant and auditors
for the fiscal year ending December 31, 2000 to replace the firm of Friedman
Alpren & Green LLP ("FAG") who were dismissed as auditors of the Company
effective April 25, 2000.
2. The report of FAG on the Company's financial statements as of December
31, 1999 and June 30, 1999 did not contain an adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
3. In connection with the examination of the balance sheet as of December
31, 1999 and June 30, 1999 and the related statements of operations, cash flows
and changes in stockholders equity (deficiency) for the six months ended
December 31, 1999 and the year ended June 30, 1999, and the subsequent interim
period through April 25, 2000, (x) there were no disagreements with FAG on any
matters of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of FAG, would have caused FAG to make a reference to the subject
matter of the disagreements in connection with its reports in the financial
statements for such periods and (y) there were no "reportable events" as that
term is described in Item 304(a)(1)(v) of regulation S-K.
4. The Company has requested that FAG furnish it with a letter addressed to
the Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of such letter, dated May 9, 2000, is filed as Exhibit
16.1 to this Form 8-K/A.
5. During the two most recent fiscal years, the Company has not consulted
with PWC regarding: (1) the application of accounting principles to a specified
transaction, either completed or proposed; (2) the type of audit opinion that
might be rendered on the Company's financial statements, and in no case was a
written report provided to the Company nor was oral advice provided that the
Company concluded was an important factor in reaching a decision as to an
accounting, auditing or financial reporting issue; or (3) any matter concerning
a disagreement, as that term is defined in Item 304 (a)(1)(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K, or a reportable
event with the former auditor (as described in Regulation S-K Item 304
(a)(1)(v)).
ITEM 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) The following exhibits are furnished in accordance with the provisions
of Item 601 of regulation S-K:
(16.1) Letter from FAG dated May 9, 2000 pursuant to Item 304(a)(3).
<PAGE>
SIGNATURE
Pursuant to the requirement 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.
INTERNET CABLE CORPORATION
By: /s/ William F. Walsh
--------------------
William F. Walsh
Chief Financial Officer
Dated: May 9, 2000
2
FRIEDMAN
ALPREN & 1700 BROADWAY
GREEN LLP NEW YORK, NY 10019
CERTIFIED PUBLIC ACCOUNTANTS 212-582-1600
AND CONSULTANTS FAX 212-265-4761
www.nyccpas.com
May 9, 2000
Securities and Exchange Commission 450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
We have read and agreed with the comments in Item 4 of the Form 8-K as
filed on May 1, 2000 and Form 8-K Amendment 1 expected to be filed on May 9,
2000 of Internet Cable Corporation (Commission File Number 000-26011).
Very truly yours,
Friedman Alpren & Green LLP
JC:ms
jc:203
<PAGE>
FRIEDMAN
ALPREN & 1700 BROADWAY
GREEN LLP NEW YORK, NY 10019
CERTIFIED PUBLIC ACCOUNTANTS 212-582-1600
AND CONSULTANTS FAX 212-265-4761
www.nyccpas.com
May 9, 2000
Mr. William Walsh
Chief Financial Officer
Internet Cable Corporation
1463 Dunwoody Drive
West Chester, PA 19380
Dear Mr. Walsh:
This is to confirm that the client-auditor relationship between Internet
Cable Corporation (Commission File Number 000-26011) and Friedman Alpren & Green
LLP has ceased.
Very truly yours,
Friedman Alpren & Green LLP
JC:ms
jc:204
cc: Office of The Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington D.C. 20549
