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Pennsylvania 2-85175W 22-1954716 ------------------ ------------- -------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer Of incorporation) Identification No.)7136 S. Yale Ave., Suite 300, Tulsa, OK 74136 -------------------------------------------------------- (Address of principal offices) (Zip Code) Registrant's telephone number, including area code: (918) 524-3715
Wiss & Company LLP (Wiss) as the Companys independent public accountants and engaged Tullius Taylor Sartain & Sartain LLP as the Companys new independent public accountants on the same day. No report of Wiss for the Company has contained an adverse opinion or a disclaimer of opinion; however, the report included in the 1999 form 10-KSB was modified to disclose uncertainties regarding the Companys ability to continue as a going concern. There have been no disagreements between Wiss and the Company as described in Item 304(a)(1)(iv) of Regulation S-K or events of the kind set forth in Item 304(a)(1)(v) of Regulation S-K.
The Board of Directors met on July 24, 2000 and established an audit committee to appoint the auditors for the Company and to oversee all future audits of the Companys financial statements. The new members of the Audit Committee are Paul Nussbaum, independent director and Gil Amelio, independent director. The audit committee met on August 10, 2000 and recommended Tullius Taylor Sartain & Sartain LLP (TTSS) to succeed Wiss & Company LLP. TTSS are the present auditors for Sterling Media Fund Manager LLC. The Audit Committee recommended the appointment to the full Board on the same day. The Board approved the change of accountants.
The Company provided Wiss with the above disclosures prior to filing this Form 8-K with the Commission and is filing with the Commission Wiss's response to those disclosures an Exhibit hereto. ITEM 5 - OTHER EVENTSIn its meeting held July 24, 2000, the Board of Directors of SMCG also appointed an Compensation Committee to review and recommend compensation agreements for the Companys officers. The Compensation Committee consists of Paul Nussbaum, independent director, and Gil Amelio, independent director.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.Exhibit No. Description ----------- ----------- 16 Letter Regarding Change in Principle Accountant by Wiss and Company LLP (1)(1) Filed herewith. 2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. STERLING MEDIA CAPITAL GROUP, INC. By: /s/ Dwight L. Pierce ---------------------------- Dwight L. Pierce President and CEO (Principal Executive Officer) By: /s/ David C. Annin ---------------------------- David C. Annin Vice-President and Treasurer (Principal Financial and Accounting Officer) Date: AUGUST 15,2000 THIS PORTION OF THIS PAGE INTENTIONALLY LEFT BLANK 3 4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 16 Letter Regarding Change in Principle Accountant by Wiss and Company LLP
This is to confirm that the client-auditor relationship between Sterling Media Capital Group, Inc. (formerly Electro-Kinetic Systems, Inc.) (Commission File Number 2-85175W) and Wiss & Company, LLP has ceased.
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