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): October 31, 1997
PRINCETON MEDIA GROUP, INC.
(Exact name of registrant as specified in its charter)
Ontario, Canada 0-16355 98-0082860
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
214 Brazilian Ave., Suite 300, Palm Beach, FL 33480
(Address of principal executive offices) (Zip Code)
(561) 659-0121
Registrant's telephone number, including area code
(Former name or former address, if changed since last report.)
Item 4. Changes in Registrant's Certifying Accountant
(a)(1) Indication of Registrant's Certifying Accountant of Decision Not to
Stand for Re-election
(i) On October 31, 1997, Coopers & Lybrand, LLP, ("C&L"), the
independent auditors of the Registrant, notified the Registrant that C&L
declines to stand for re-election.
(ii) The accountants' report of C&L on the financial statements of the
Registrant for the years ended December 31, 1996 and December 31, 1995 did not
contain any adverse opinion or disclaimer of opinion, and was not qualified or
modified as to uncertainty (other than a going concern modification relating to
the report for the year ended December 31, 1995), audit scope, or accounting
principles.
(iii) C&L's decision not to stand for re-election was not approved or
recommended by the Registrant's Board of Directors, audit committee or similar
committee of the Board of Directors.
(iv) During the two years ended December 31, 1996 and the subsequent
period through October 31, 1997, (a) there were no disagreements with C&L on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements if not resolved to C&L's
satisfaction would have caused C&L to make reference in connection with its
report to the subject matter of the disagreement, and (b) C&L has not advised
the Registrant of any reportable events as defined in paragraphs (1) through (3)
of Regulation S-B Item 304(a)(1)(iv)(B).
(a)(2) Engagement of New Accountants
On November 7, 1997, the Registrant engaged the firm of Holyfield
Associates, P.A. ("Holyfield") as its new independent accountants. Holyfield
was not consulted regarding the application of accounting principles to a
specific completed or contemplated transaction; or the type of audit opinion to
be rendered with regard to the Registrant's financial statements; or any
disagreements or reportable events as such terms are used in Regulation S-B,
Item 304(a)(2).
(a)(3) Copy of Disclosures.
C&L has been provided with a copy of the disclosures contained in this
Form 8-K with a request that it furnish to the Registrant a letter addressed to
the Commission stating whether it agrees with the statements made by the
Registrant in response to Item 304(a) of Regulation S-B, and, if not, stating
the respects in which it does not agree. Attached, as an exhibit, is a copy of
a letter from C&L to the Commission stating that it agrees with the statements
in the Form 8-K concerning its firm.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following Exhibit is filed as a part of this report:
Exhibit 16.1 Letter re: change in certifying accountants.
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.
PRINCETON MEDIA GROUP, INC.
Date: November 7, 1997 By: /s/ Robert F. Kendall
Robert F. Kendall, CPA
Sr. Vice Pres.-Finance/Treasurer
EXHIBIT INDEX
Exhibit 16.1 Letter re: change in certifying accountants
Exhibit 16.1
Coopers & Lybrand, LLP
200 East Las Olas Boulevard, Suite 1700
Fort Lauderdale, Florida 33301
Telephone: (954) 764-7111
Fax: (954) 525-4453
November 5, 1997
Securities and Exchange Commission
450 5th Street N.W.
Washington, DC 20549
Ladies and gentlemen:
We have read the statements made by Princeton Media Group, Inc. (copy attached),
which we understand will be filed with the Company's Form 8-K, as part of the
Company's Form 8-K report for the month of November 1997. We agree with the
statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ Coopers & Lybrand LLP
Coopers & Lybrand LLP
