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: October 20, 1997
(Date of earliest event reported)
ADVANCED MEDIA, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-25112 11-2899603
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
80 Orville Drive Bohemia, New York 11716
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (516) 244-1616
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(Former name of former address, if changed since last report.)
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Item 4. Changes in Registrant's Certifying Accountant
Price Waterhouse LLP served as the Company's independent auditors for the
fiscal years ended December 31, 1996 and December 31, 1995. On October 20, 1997,
the Company was advised from Price Waterhouse LLP by letter that Price
Waterhouse LLP declined to stand for re-election as the Company's independent
auditors.
The reports of Price Waterhouse LLP for the fiscal years ended December 31,
1996 and December 31, 1995 did not contain an adverse opinion or a disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles, except that the December 31, 1996 opinion included an
explanatory paragraph that there were conditions that raised substantial doubt
about the Company's ability to continue as a going concern.
During the two years ended December 31, 1996 and through the date of this
report there were no disagreements with Price Waterhouse LLP on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope of procedure, which disagreements, if not resolved to Price Waterhouse
LLP's satisfaction, would have caused Price Waterhouse LLP to make reference to
the subject matter of the disagreement in connection with its report.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
Exhibits
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(16) Resignation letter from Price Waterhouse LLP
(17) Letter from Price Waterhouse LLP.
Signatures
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
ADVANCED MEDIA, INC.
By: /s/Hans Kaemmlein
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Hans Kaemmlein, President
Dated: October 27, 1997
Exhibit 16
Price Waterhouse LLP
201 North Service Road
Melville, NY 11747
October 20, 1997
Mr. Hans Kaemmlein
Chairman
Advanced Media, Inc.
80 Orville Drive
Bohemia, New York 11716
Dear Mr. Kaemmlein:
This is to confirm that the client-auditor relationship between Advanced Media,
Inc. (Commission File Number 0-25112) and Price Waterhouse LLP has ceased.
Yours very truly,
/s/Price Waterhouse LLP
Price Waterhouse LLP
cc:Chief Accountant
SECPS Letter File, Mail Stop 11-3
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Exhibit 17
Price Waterhouse LLP
201 North Service Road
Melville, NY 11747
October 20, 1997
Mr. Hans Kaemmlein
Chairman of the Board
Advanced Media, Inc.
80 Orville Drive
Bohemia, New York 11716
Dear Hans:
I was pleased to hear from you that Advanced Media seems to be turning the
corner. As you know, the relationship between Advanced Media and Price
Waterhouse was founded on the expectation that Advanced Media would be achieving
significant growth between 1995 and the present. Although you have achieved a
great deal during the period, we unfortunately find ourselves unable to continue
the relationship given the financial constraints that Advanced Media continues
to face.
Accordingly, we hereby advise you of our decision to not stand for re-election
as independent accountants to Advanced Media for the year ending December 31,
1997. Enclosed is a letter which formally acknowledges this decision, a copy of
which we will send to the Securities and Exchange Commission upon receipt of
acknowledgment from you. I am willing to assist you in transitioning the audit
to a new auditor at your earliest convenience upon the satisfactory resolution
of our outstanding invoices of $42,500.
Please be advised that in accordance with SEC regulations, whenever the
principal accountant of an SEC registrant has resigned or declined to stand for
re-election, the registrant is required to file a Form 8-K that provides the
information required by Regulation S-K Item 304(a). The Form 8-K is required to
be filed within 5 business days of the notification. To assist you in the
preparation of the Form 8-K, I have enclosed an example of the appropriate
responses to item 304(a).
Sincerely yours,
/s/Richard F. Kalenka
Richard F. Kalenka
