June 13, 2002


form 8-K

Item 4: Changes in Registrant's Certifying Accountant

On June 11, 2002, the Registrant dismissed Arthur Andersen LLP as its independent accountants. The reports of Arthur Andersen LLP for the years ended December 31, 2001 and December 31, 2000 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

The decision to change accountants was recommended and approved by the audit committee of the Registrant's board of directors.

During 2001 and 2000, and during the period from January 1, 2002 to June 11, 2002, there were no disagreements with Arthur Andersen LLP on accounting principles or practices, financial statement disclosures, or auditing scope or procedure which, if not resolved to the satisfaction of Arthur Andersen LLP, would have caused Arthur Andersen LLP to make reference to the subject matter of the disagreement in connection with their report.

Also on June 11, 2002, the Registrant engaged Grant Thornton LLP as its new independent accountants. During the two most recent fiscal years and the subsequent interim period preceding the engagement of Grant Thornton LLP, neither the Registrant, nor anyone on its behalf, has consulted Grant Thornton LLP regarding: (i) the application of accounting principles to a specific completed or proposed transaction, or the type of audit opinion that might be rendered on the Registrant's financial statements, which consultation resulted in the providing of a written report or oral advice concerning the same to the Registrant that Grant Thornton LLP concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Rule 304(a)(1)(iv) of Regulation S-B promulgated under the Securities Act of 1933, as amended) or a reportable event (as defined in Rule 304(a)(1)(v) of Regulation S-B).


SOURCE: DAG Media, Inc.

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