DCC COMPACT CLASSICS INC
8-K/A, 1997-02-21
PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS
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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






Date of Report (Date of earliest event reported)     February 17, 1997
                                                  ------------------------------

 

                           DCC COMPACT CLASSICS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)
 


          COLORADO                    0-21114                   84-1046186
- -------------------------------   ----------------       -----------------------
(State or other jurisdiction of   (Commission File         (IRS Employer
incorporation or organization)         Number)           Identification Number)


            9301 Jordan Ave, Suite 105, Chatsworth, California 91311
            --------------------------------------------------------
          (Address of principal executive offices, including zip code)

 
                                 (818) 993-8822
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



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





<PAGE>


ITEM 4    CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANTS

Item 304

 (a) (1) As of February 17, 1997, the Registrant changed independent accountants
from Winter, Scheifley & Associates, P.C. to Hurley & Company.

      (i) Winter,  Scheifley & Associates,  P.C. was dismissed by the Registrant
as of February 17, 1997.

      (ii) The Financial  Statements for either of the past two years,  December
31, (1994 and 1995) did not  contain  an  adverse  opinion  or a  disclaimer  of
opinion,  or  was  qualified  as to  uncertainty,  audit  scope,  or  accounting
principles.

      (iii) The  decision  to change  accountants  was  approved by the Board of
Directors.

      (iv) There were no disagreements with the former accountants on any matter
of accounting  principles  or practices,  financial  statements  disclosure,  or
auditing scope or procedure during the past two fiscal years,  December 31, 1994
and 1995.

      (v)  (A) N/A  (B) N/A  (C) N/A  (D) N/A

 (a) (3)  The   Registrant  has  requested  from the former  accountant a letter
addressed to the Commission  stating their agreement with the statements made by
the Registrant in response to this item.

ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS

c. Exhibits

(I) Accountants letter from Winter, Scheifley & Associates, P.C.




<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.



                                    DCC COMPACT CLASSICS, INC.
                                    (Registrant)



                                    BY: /s/Marshall Blonstein
                                       --------------------------
                                        Marshall Blonstein
                                        Chairman of the Board,
                                        Chief Executive Officer,
                                        President

 

DATED:  February 20, 1997



WINTER, SCHEIFLEY & ASSOCIATES, P.C.
Certified Public Accountants
- --------------------------------------------------------------------------------



February 18, 1997


Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549


Re: DCC Compact Classics, Inc.


Dear Sir/Madam:

Pursuant to the request of the above named company, we affirm that:

(1) We have read the Company's response to Item 4 of Form 8-K dated February 17,
    1997 and

(2) We agree with the response


Sincerely


/s/ Winter, Scheifley & Associates, P.C.
Winter, Scheifley & Associates, P.C.












- --------------------------------------------------------------------------------
5299 DTC Boulevard                                      Phone: (303) 290-0101  
Suite 300                                               FAX    (303) 694-6761
Denver, Colorado 80111                                  E-Mail [email protected]
                                                             



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