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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 6, 1999
KALEIDOSCOPE MEDIA GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 017591 93-0957030
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
345 Park Avenue South, New York, NY 10010
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(Address of Principal Executive Offices) (Zip Code)
212-799-6601
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(Registrant's Telephone Number, Including Area Code)
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Item 4. Changes in Registrant's Certifying Accountant.
(a)(1)(i) Paneth, Haberman & Zimmerman LLP ("PHZ") was terminated as the
Company's auditors on April 7, 1999.
(a)(1)(ii) PHZ's report on the financial statements for either of the past two
years did not contain an adverse opinion or a disclaimer of opinion, and was not
qualified or modified as to any uncertainty, audit scope or as to accounting
principles.
(a)(1)(iii) There has been no Board of Directors action in connection with PHZ's
resignation.
(a)(1)(iv) During the Company's two most recent fiscal years and any subsequent
interim periods proceeding PHZ's resignation, there were no disagreements with
PHZ on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreement(s) if not resolved
to the satisfaction of PHZ, would have caused PHZ to make reference to the
subject matter of the disagreement(s) in connection with its report.
(a)(1)(v) There were no reportable events of the type described in Item
304(a)(1)(v)(A) through (D) of Regulation S-K.
(a)(2) On April 6, 1999 the Company appointed Liebman Goldberg & Drogin as its
independent public accounting firm to audit the Company's financial statements
for the fiscal year ending December 31, 1999.
(a)(2)(i) The Company has not previously consulted Liebman Goldberg & Drogin on
any application of accounting principles, discrepancies or reportable events.
(a)(2)(ii) There were no reportable events of the type described in Item
304(a)(2)(ii)(A) through (C) of Regulation S-K.
(a)(2)(ii)(D) On April 7, 1999, PHZ advised the Company in writing of potential
for errors existing after December 31, 1996 and the Board of Directors failure
to address such matters with PHZ. PHZ further confirmed that such condition did
not exist as of the completion of the audit of the December 31, 1997 financial
statements. See letter attached as an Exhibit.
(a)(3) The Company has provided PHZ with a copy of the foregoing disclosures and
has requested in writing that it furnish the Company with a letter addressed to
the SEC stating whether or not it agrees with such disclosures. A copy of such
letter will be filed as an exhibit to this report in accordance with Item 601 of
Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
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(c)(1) Memo of PHZ to Michael D. DiGiovanna, Esq., the Company's counsel.
(c)(2) The letter of PHZ shall be filed, via an amendment to this Form 8-K, as
an exhibit to this report in accordance with the provisions of Item 601 of
Regulation S-K.
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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.
Date: April 6, 1999 By: /s/ Irving Greenman
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Irving Greenman
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
Item No. Description
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16.1 Letter of Paneth Haber & Zimmerman LLP
dated April ___, 1999 concerning termination as independent
accountants. *
16.2 Memo of Paneth Haber & Zimmerman LLP dated
April 7, 1999.
* To be filed by amendment
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PANETH, HABER & ZIMMERMAN LLP
CERTIFIED PUBLIC ACCOUNTANTS
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FAX TRANSMISSION
OUR FAX: 212-370-3759 600 Third Avenue
New York, NY 10016-1938
Direct Telephone 212-503-8875
/ / URGENT / / CALL ON RECEIPT Direct Facsimile 212-503-8874
Email [email protected]
NUMBER OF PAGES: 1 DATE: 4/7/99
(INCLUDING THIS ONE)
TO: Michael DiGiovanna
COMPANY: Parker, Duryee, Rosoff & Haft
FAX NUMBER: (212) 972-9478
FROM: William Stocker
RE: Kaleidoscope Media Group, Inc.
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The following is a reportable event (under Regulation S-B Item
304(a)1(iv)(B)(/)) that we think belongs in the 8K re our dismissal as KMG's
auditors:
During 1997, subsequent to their completion of their audit of the December 31,
1996 consolidated financial statements, Paneth, Haber and Zimmerman LLP ("PHZ")
reported to the Company that "[t]he financial and accounting personnel have only
limited experience with overall financial reporting, particularly SEC reporting.
As a result, their knowledge and experience regarding such matters as disclosure
requirements, financial statement presentation, accounting for income taxes,
revenue recognition principles and the application of specialized accounting
pronouncements, although having been expanded by the experience of this year's
filing, is limited. This results in a significant risk that material errors in
the financial statements could occur and not be detected by the staff". This
condition did not exist as of the completion of the audit of the December 31,
1997 financial statements. Neither Board of Directors nor any committee thereof
discussed this matter with PHZ.
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PLEASE TELEPHONE 212-503-8800 IF THIS FAX IS INCOMPLETE OR ILLEGIBLE.
NOTICE: IF THE READER IS NOT THE SPECIFIED RECIPIENT OF THIS CONFIDENTIAL FAX
TRANSMISSION, YOU ARE HEREBY NOTIFIED THAT ANY DISTRIBUTION OR COPYING OF THIS
COMMUNICATION IS STRICTLY PROHIBITED. IF YOU ARE NOT THE SPECIFIED RECIPIENT,
PLEASE NOTIFY US IMMEDIATELY BY TELEPHONE. THANK YOU.
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