5th Avenue Channel Corp – ‘8-K’ for 2/17/99

As of:  Friday, 2/26/99   ·   For:  2/17/99   ·   Accession #:  950170-99-283   ·   File #:  0-25896

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     11K 
 2: EX-16.1     Letter re: Change in Certifying Accountant             1      6K 

8-K   —   Current Report
Document Table of Contents

8-K
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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
------------------------------------------------------
(Exact name of registrant as specified in its charter)

   FLORIDA                      0-25896                     59-3175814
    ---------------               ------------               -------------------
State or other                (Commission                  (IRS Employer
    jurisdiction of               File Number)               Identification No.)
incorporation)                                                          

3957 N.E. 163RD STREET, MIAMI, FLORIDA                       33160    
----------------------------------------                   ----------   
(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               been replaced by the firm of Rachlin, Cohen and Holtz, P.A.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                  
                                              ----------------------------------
                                           Melvin Rosen, President

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 EXHIBIT INDEX

EXHIBIT                    DESCRIPTION                                          
-------                    -----------                                          
Exhibit 16.1               Letter regarding change in certifying accountant.    

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		2/26/99
		2/25/99		3
		2/23/99		2
For Period End:		2/17/99		1		2
		12/31/97		2					10KSB40,  10KSB40/A,  NT 10-K
		12/31/96		2					10-K,  NT 10-K
									List all Filings