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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT: APRIL 17, 2000
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(Date of earliest event reported)
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MEGAMEDIA NETWORKS, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE 000-26801 87-0633630
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation or
organization)
57 WEST PINE STREET
ORLANDO, FLORIDA 32801
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(Address of principal executive offices, zip code)
(407) 245-3636
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(Registrant's telephone number, including area code)
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<PAGE>
This Current Report on Form 8-K/A amends the Current Report on 8-K
filed by MegaMedia Networks, Inc. (the "Company") on April 21, 2000, as amended
on May 3, 2000, to include a new Exhibit 16.1, a letter from Parks, Tschopp,
Whitcomb & Orr, P.A., previous principal accountants of the Company ("PTWO"),
confirming that PTWO's appointment as principal accountants of the Company has
been terminated and indicating PTWO's agreement with the Company's consolidated
financial statements for the period indicated therein. In addition, PTWO
confirms that, within the last two years, its report on the Company's financials
have had no adverse opinion or disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope, or accounting principles.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS
AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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16.1 Letter from Parks, Tschopp, Whitcomb & Orr, P.A., dated May 10,
2000, to the Securities and Exchange Commission.
SIGNATURES
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.
MEGAMEDIA NETWORKS, INC.
(Registrant)
Date: May 10, 2000 By: /s/ STEPHEN H. NOBLE, III
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Stephen H. Noble, III
Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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16.1 Letter from Parks, Tschopp, Whitcomb & Orr, P.A., dated May 10,
2000, to the Securities and Exchange Commission.
-3-
EXHIBIT 16.1
PARKS, TSCHOPP, WHITCOMB & ORR, P.A. 2600 Maitland Center Parkway
Certified Public Accountants Suite 330
Maitland, Florida 32751
Telephone: 407 875-2760
Fax: 407 875-2762
May 10, 2000
Office of the Chief Accountant
SECPS Letter Files
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for MegaMedia Networks, Inc. and, under
the date of March 20, 2000, we reported on the consolidated financial statements
of MegaMedia Networks, Inc. and subsidiaries as of and for the period ended
December 31, 1999. On April 20, 2000, our appointment as principal accountants
was terminated. We have read MegaMedia Networks, Inc. statements included under
item 4 of its Form 8-K dated April 20, 2000, and we agree with such statements.
In addition, we confirm that our reports on the Company's financial statements
for the past two years have not contained an adverse opinion or a disclaimer of
opinion, or was qualified or modified as to uncertainty, audit scope, or
accounting principles.
Very truly yours,
PARKS, TSCHOPP, WHITCOMB & ORR, P.A.
/s/ Tom R. Tschopp
Tom R. Tschopp
TRT/ja
