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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 26, 1999
KALEIDOSCOPE MEDIA GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-51373 93-0957030
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
244 W. 54th Street, New York, NY 10019
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(Address of Principal Executive Offices) (Zip Code)
212-757-0700
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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, Haber & 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 is 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, dated April 22, 1999 in response to the Company's
report as to PHZ's termination.
* previously filed with Form 8-K filed with the Securities and Exchange
Commission on April 6, 1999.
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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 26, 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 22, 1999 concerning termination as independent
accountants.
*16.2 Memo of Paneth Haber & Zimmerman LLP
dated April 7, 1999.
* previously filed with Form 8-K filed with the Securities and Exchange
Commission on April 6, 1999.
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PANETH, HABER & ZIMMERMAN LLP
CERTIFIED PUBLIC ACCOUNTANTS
600 Third Avenue
New York, NY 10016-1998
Telephone 212/508-5800
Facsimile 212/570-3759
April 22, 1999
Securities and Exchange Commission
Washington, DC 20549
Re: Kaleidoscope Media Group, Inc.
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Ladies and Gentlemen:
We were previously the principal accountants for Kaleidoscope Media Group, Inc.
("KMG") and under the date of April 14, 1998 we reported on the consolidated
financial statements of KMG and subsidiaries as of and for the year ended
December 31, 1997. We were terminated as KMG's auditors on April 7, 1999. We
have read KMG's statements included under Item 4 of its Form 8-K dated April 6,
1999, and we do not agree with the statements in regard to the following
matters:
The name of our firm is misspelled in paragraph (a)(1)(i). It should be spelled
Paneth, Haber & Zimmerman LLP.
Paragraphs (a)(1)(iii) and (a)(1)(iv) refer to our resignation. We were in fact
terminated as stated in paragraph (a)(1)(i).
Paragraph (a)(2) states that KMG appointed Liebman Goldberg & Drogin ("LGD") to
audit KMG's financial statements for the year ended December 31, 1999. Our
understanding is that LGD was appointed for the year ended December 31, 1998.
Our April 7, 1999 memo was referred to in the Form 8-K under paragraph
(a)(2)(ii)(D). We believe that Item 304 (a)(2)(ii)(D) of Regulation S-K relates
to a communication from the new accountant. As set forth in the next paragraph,
in terms of Regulation S-K, our memo related to Item 304 (a)(1)(v)(A).
By incorporating our memo of April 7, 1999, the Form 8-K did disclose what we
believe to be a reportable event of the type described in Item 304 (a)(1)(v)(A)
of Regulation S-K although our memo stated it in terms of the Regulation S-B
equivalent. As a result of this confusion of item numbering we must disagree
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Securities and Exchange Commission April 22, 1999
Page 2
with the statement in paragraph (a)(1)(v) of the Form 8-K that there were no
reportable events of the type described in Item 304 (a)(1)(v)(A) of Regulation
S-K.
Furthermore, paragraph (a)(2)(ii)(D), as submitted, could be read as implying
that we first advised the Company of this matter in writing on April l7, 1999.
We hereby clarify that the April 7 memo was to remind the Company that it had
been advised of this matter in writing in 1997.
Paragraph (a)(3) states that we were provided with a copy of the disclosure and
were requested in writing that we furnish the Company with this letter. We wish
to clarify that we did not receive a copy of the disclosure or a written request
for this letter until April 22, 1999.
Very truly yours,
/s/ Paneth, Haber & Zimmerman LLP
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Paneth, Haber & Zimmerman LLP
