TV COMMUNICATIONS NETWORK INC
8-K, 1998-06-11
TELEVISION BROADCASTING STATIONS
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                     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 earliest event reported:  May 29, 1998

TV COMMUNICATIONS NETWORK, INC. 
(a Colorado Corporation)

Commission file number 0-18612

I.R.S. Employer Identification Number 84-1062555

10020 E. Girard Avenue, #300
Denver, Colorado  80231
Telephone:  (303) 751-2900

Investor relations contact:

Dennis J. Horner, Vice President of Finance
10020 E. Girard Avenue, #300
Denver, Colorado  80231
Telephone:  (303) 751-2900

Item 4. Changes in Registrant's Certifying Accountant

On June 2, 1998, the Registrant hired as its certifying 
accountants the firm of Ehrhardt Keefe Steiner & Hottman,
P.C. ("EKS&H").  EKS&H had resigned from that position on
March 30, 1998.

On March 31, 1998, the Registrant's certifying accountants, 
Ehrhardt Keefe Steiner & Hottman PC ("EKS&H"), resigned 
from their representation of the Registrant because EKS&H 
did not have adequate manpower to perform the audit 
according to the mutually acceptable audit schedule.

As of April 6, 1998, the Registrant and EKS&H were still 
discussing a new audit schedule pursuant to which the 
Registrant may rehire the services of EKS&H.

On May 29, 1998, the Registrant and EKS&H arrived at a 
mutually acceptable audit schedule and the Registrant re-
engaged EKS&H as their certifying accountants.  During the 
period from March 31, 1998 to June 2, 1998, the Registrant 
had no disagreements with EKS&H on any matter of accounting 
principles or practice, financial statement disclosures or 
auditing scope or procedure.

EKS&H has been the Registrant's certifying accountants for 
the two most recent fiscal years ended March 31, 1997, and 
March 31, 1996, and issued reports on the Registrant's 
financial statements for those years.  EKS&H is currently 
auditing the Registrant's financial statements for the 
fiscal year which ended March 31, 1998.

Neither of EKS&H's reports on the Registrant's financial 
statements for the past two years: (1) contained an adverse 
opinion or a disclaimer of opinion; or (2) was qualified or 
modified as to uncertainty, audit scope, or accounting 
principles.

During the Registrant's two most recent fiscal years and 
the subsequent interim period preceding EKS&H's resignation 
and rehiring, the registrant had no disagreements with 
EKS&H on any matter of accounting principles or practices, 
financial statement disclosure, or auditing scope or 
procedure, which disagreements, if not resolved to the 
satisfaction of EKS&H, would have caused it to make 
reference to the subject matter of the disagreements in 
connection with its report.

The Registrant has provided EKS&H with a copy of this 
disclosure and requested EKS&H to furnish it with a letter 
addressed to the Securities and Exchange Commission stating 
whether it agrees with the above statements.  

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, thereunto duly 
authorized.

TV COMMUNICATIONS NETWORK, INC.

Date:  June 2, 1998

/ss/Omar A. Duwaik
Omar A. Duwaik
PRESIDENT/CEO

/ss/Dennis J. Horner
Dennis J. Horner
VICE PRESIDENT/TREASURER








June 8, 1998



Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

We have read the Company's statements included under Item 4 
of its Form 8-K/A dated June 2, 1998 and we agree with such 
statements.

Very truly yours,



/ss/Ehrhardt Keefe Steiner & Hottman, PC
Ehrhardt Keefe Steiner & Hottman, PC





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