<PAGE>
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:
November 5, 1998
CHOICES ENTERTAINMENT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-17001 52-1529536
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
10770 Wiles Road
Coral Springs Florida 33076
(Address of principal executive offices)
954-752-4289
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
<PAGE>
ITEM 1. Changes in Control of Registrant.
Not Applicable.
ITEM 2. Acquisition or Disposition of Assets.
Not Applicable.
ITEM 3. Bankruptcy or Receivership.
Not Applicable.
ITEM 4. Changes in Registrant's Certifying Accountant.
In a letter dated October 8, 1998, KPMG Peat Marwick LLP ("KPMG")
advised Choices Entertainment Corporation (the "Company") that KPMG was
terminating the client-auditor relationship with the Company. During the
Company's two (2) most recent fiscal years and any subsequent interim period
preceding such termination, there were no disagreements between KPMG and the
Company on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which disagreement(s),
if not resolved to the satisfaction of KPMG, would have caused KPMG to make
reference to the subject matter of the disagreement(s) in connection with its
report. KPMG's accountant's report on the financial statements for the two (2)
years ended December 31, 1997, contained no adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to uncertainty, audit
scope or accounting principles, except as follows:
KPMG's auditors' report on the financial statements of the Company and
its subsidiaries as of and for the years ended December 31, 1997 and
December 31, 1996, contained a separate explanatory paragraph stating
that the Company had suffered recurring losses from operations, was in
default on certain obligations and had a net working capital
deficiency which raise substantial doubts about the Company's ability
to continue as a going concern. Management's plans in regard to these
matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
The Company has not been advised by KPMG that (i) internal controls
necessary for the Company to develop reliable financial statements do not exist;
(ii) information has come to KPMG's attention that has led it to no longer be
able to rely on management's representations, or that has made them unwilling to
be associated with the financial statements prepared by management; (iii) KPMG
needs to significantly expand the scope of its audit during such time period;
and (iv) information has come to KPMG's attention that what it has concluded
materially impacts the fairness or reliability of either (a) a previously issued
audit report or the underlying
Form 8-K/A
Page - 2
<PAGE>
financial statements; or (b) the financial statements issued or to be issued
covering the fiscal period(s) subsequent to the date of the most recent
financial statements covered by an audit report.
A copy of this Report on Form 8-K has been furnished to KPMG pursuant to
Item 304(a)(3) of Regulation S-K under the General Rules and Regulations of the
Securities Act of 1933, as amended. The Company has requested KPMG to furnish
the Company with a letter addressed to the Securities and Exchange Commission
stating whether KPMG agrees with the statements made by the Company, and, if
not, stating in which respects it does not so agree. The Company has requested
any such letter to be submitted to it as promptly as possible so that any such
letter may be filed by the Company within ten (10) days following the filing of
this Report. Any such letter will be filed by Amendment to this Report within
two (2) business days after receipt of such letter.
ITEM 5. Other Events.
Not Applicable.
ITEM 6. Resignations of Registrant's Directors.
Not Applicable.
ITEM 7. Financial Statements, PRO FORMA Financial Information and
Exhibits.
(a) Not Applicable.
(b) Not Applicable
(c) Exhibits
Exhibit 16.1 Letter of KPMG Peat Marwick LLP dated November 4, 1998
addressed to the Securities and Exchange Commission
agreeing to the statements made in the Form 8-K filed on
October 28, 1998.
ITEM 8. Change in Fiscal Year.
Not Applicable.
ITEM 9. Sales of Equity Securities Pursuant to Regulation S.
None.
Form 8-K/A
Page - 3
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
Exhibit 16.1 Letter of KPMG Peat Marwick LLP dated November 4, 1998
addressed to the Securities and Exchange Commission
agreeing to the statements made in the Form 8-K filed on
October 28, 1998.
Form 8-K/A
Page - 4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on form 8-K/A for the report date
indicated to be signed on its behalf by the undersigned thereunto duly
authorized.
CHOICES ENTERTAINMENT CORPORATION
November 5, 1998 /s/ James Sink, Chairman
- ---------------- --------------------------------------------------
(Date)
November 5, 1998 /s/ George D. Pursglove, Director
- ---------------- --------------------------------------------------
(Date)
November 5, 1998 /s/ Thomas Renna, Director
- ---------------- --------------------------------------------------
(Date)
Form 8-K/A
Page - 5
<PAGE>
[LETTERHEAD]
November 4, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Choices Entertainment Corporation
and, under the date of March 6, 1998 we reported on the financial statements
of Choices Entertainment Corporation and subsidiaries as of and for the years
ended December 31, 1997 and 1996. On October 8, 1998, we resigned. We have
read Choices Entertainment Corporation statements included under Item 4 of its
Form 8-K dated October 28, 1998, and we agree with such statements. We have
not had any involvement with any financial statements of Choices Entertainment
Corporation subsequent to the date of our audit report.
Very truly yours,
/s/ KPMG Peat Marwick LLP
