SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 22, 1998
THE PRODUCERS ENTERTAINMENT GROUP LTD.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-18410 95-4233050
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5757 Wilshire Boulevard
Los Angeles, California 90036
(Address of Principal Executive Offices)
(213) 634-8634
(Registrant's Telephone Number)
None
(Former Name of Registrant)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
The audit committee of the Board of Directors of The Producers
Entertainment Group Ltd. ("TPEG") has approved the engagement of Singer Lewak
Greenbaum & Goldstein LLP as its independent auditors for the year ending June
30, 1998 to replace the firm of Kellogg & Andelson Accountancy Corporation
("Kellogg & Andelson"), who resigned as auditors of the Company effective June
22, 1998. Kellogg & Andelson have advised TPEG that Kellogg & Andelson are no
longer providing services as independent accountants for publicly held
companies.
Kellogg & Andelson audited the financial statements of TPEG as of June 30,
1996 and 1997, and the related statements of operations, stockholders' equity
and cash flows for the years ended June 30, 1996 and 1997 (collectively, the
"Financial Statements"). Kellogg & Andelson's reports on the Financial
Statements for the past two years did not contain an adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to uncertainty,
audit scope or accounting principles.
In connection with the audits of TPEG's financial statements for the years
ended June 30, 1996 and 1997, and in the subsequent interim period through June
22, 1998, there were no disagreements with Kellogg & Andelson on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which disagreements, if not resolved to the satisfaction
of Kellogg & Andelson would have caused Kellogg & Andelson to make reference to
the subject matter of the disagreements in their reports.
TPEG has requested that Kellogg & Andelson deliver to TPEG a letter
addressed to the Commission stating whether it agrees with the above
statements. A copy of that letter, dated June 29, 1998 is filed as Exhibit 16
with this Form 8-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 hereunto duly authorized.
June 29, 1998 THE PRODUCERS ENTERTAINMENT GROUP LTD.
By: /S/ IRWIN MEYER
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Irwin Meyer
Chief Executive Officer
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EXHIBIT INDEX
EXHIBITS
16 Letter of Kellogg & Andelson dated as of June 29, 1998.
<PAGE>
Letter from Kellogg & Andelson, dated June 29, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of the Form 8-K dated June 29, 1998, of The Producers
Entertainment Group, Ltd. and are in agreement with the statements contained
in the second and third paragraphs.
Kellogg & Andelson Accountancy Corporation
June 29, 1998
Sherman Oaks, California
