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): April 29, 1997
Celebrity Entertainment, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-19196 11-2880337
(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) 659-3832
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) Resignation of Certifying Accountants
(i) On April 29, 1997, BDO Seidman, LLP ("BDO"), the independent
auditors of the Registrant, notified the Registrant that it was resigning,
effective immediately.
(ii) BDO was conducting an audit of the Company's financial statements
for the year ending December 31, 1996. BDO submitted its resignation to the
Company prior to completion of the December 31, 1996 audit and, accordingly,
did not issue a report. BDO did not state that a report on the December 31,
1996 financial statements, if issued, would contain an adverse opinion or
disclaimer of opinion or would be qualified as to uncertainty, audit, scope or
accounting principles.
The accountants' report of BDO on the financial statements of the
Registrant for the years ended December 31, 1995 and December 31, 1994 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 reports for those years), audit scope, or accounting principles.
(iii) BDO's resignation 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, 1995 and the subsequent
period through April 29, 1997, (a) there were no disagreements with BDO on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedures, which disagreements if not resolved to BDO's
satisfaction would have caused BDO to make reference in connection with its
report to the subject matter of the disagreement, and (b) BDO 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 April 30, 1997, the Company engaged the firm of Holyfield Associates, P.A.
("Holyfield") as its new certifying 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.
BDO 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 BDO 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.
Celebrity Entertainment, Inc.
Date: April 30, 1997 By: /s/ J. William Metzger
J. William Metzger, Exec. V.P.
EXHIBIT INDEX
Exhibit 16.1 Letter re: change in certifying accountants.
Exhibit 16.1
BDO Seidman, LLP
Accountants and Consultants
201 S. Orange Avenue, Suite 950
Orlando, Florida 32801-3421
Telephone: (407) 841-6930
Fax: (407) 841-6347
April 30, 1997
Securities and Exchange Commission
450 5th Street N.W.
Washington, DC 20549
Gentlemen:
We have been furnished with a copy of the response to Item 4 of Form 8-K for
the event that occurred on April 29, 1997, to be filed by our former client,
Celebrity Entertainment, Inc. We agree with the statements made in response
to that Item insofar as they relate to our Firm.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
