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): February 17, 1999
TEL-COM WIRELESS CABLE TV CORPORATION
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(Exact name of registrant as specified in its charter)
FLORIDA 0-25896 59-3175814
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State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
3957 N.E. 163RD STREET, MIAMI, FLORIDA 33160
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (305) 947-3010
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
(a)(1)(i) The registrant's principal accountants, BDO Seidman, LLP ("BDO
Seidman") resigned effective as of February 17, 1999, and have
been replaced by the firm of Rachlin, Cohen and Holtz, P.A.
effective as of February 23, 1999.
As of December 31, 1997 and during registrant's two most
recent fiscal years ending December 31, 1997 and the
subsequent periods preceding the resignation of BDO Seidman,
there were no disagreements with BDO Seidman on matters of
accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of BDO
Seidman, would have caused BDO Seidman to make reference to
the subject matter of the disagreements in connection with its
reports. The audited financial statements for the years ended
December 31, 1997 and 1996 contained an explanatory paragraph
which stated that the registrant's significant operating
losses and negative working capital as of such date raised
substantial doubt about the registrant's ability to continue
as a going concern.
The engagement of Rachlin, Cohen and Holtz, P.A. was approved
by the Board of Directors of the registrant.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 16.1 Letter regarding change in certifying accountant.
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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.
TEL-COM WIRELESS CABLE TV CORPORATION
Date: February 25, 1999 By: /s/ MELVIN ROSEN
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Melvin Rosen, President
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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Exhibit 16.1 Letter regarding change in certifying accountant.
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EXHIBIT 16.1
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We were previously the principal accountants for Tel-Com
Wireless Cable TV Corporation (the "Registrant"), and on March 27, 1998
we reported on the consolidated financial statements of the Registrant
as of December 31, 1997 and for the two years ended December 31, 1997
and 1996 we resigned as principal accountants of the Registrant. We
have read the Registrant's statements included under Item 4 of its Form
8-K for February 24, 1999 and we agree with the statements contained
therein insofar as they relate to our firm.
Very truly yours,
/s/ BDO Seidman, LLP
BDO Seidman, LLP
Orlando, Florida
February 25, 1999
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