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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): January 17, 1997
MPTV, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
0-16545 88-0222781
(Commission File Number) (I.R.S. Employer Identification No.)
3 Civic Plaza
Suite 210
Newport Beach, California 92660
(Address of Principal Executive Offices, Including Zip Code)
(714) 760-6747
(Registrant's Telephone Number, Including Area Code)
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Item 4.
Changes in Registrant's Certifying Accountant.
Effective January 17, 1997, Corbin & Wertz, the Registrant's independent
certified public accountants, resigned and the Registrant's Board of Directors
approved a change in independent certified accountants from Corbin & Wertz to
Sarna & Company.
The independent auditor's reports issued by Corbin & Wertz on the Registrant's
consolidated financial statements for the years ended December 31, 1995 and 1994
did not contain an adverse opinion or disclaimer of opinion, and such reports
were not modified for any departure from generally accepted accounting
principles or for any limitation of audit scope. The report of Corbin & Wertz
for the year ended December 31, 1994 contained an explanatory paragraph
regarding uncertainty about the Registrant's ability to continue as a going
concern. The report of Corbin & Wertz for the year ended December 31, 1995
contained explanatory paragraphs regarding uncertainty about (1) the
Registrant's ability to continue as a going concern, (2) the amounts for which
the Registrant may be liable as a result of sales of equity securities in
violation of Federal and state securities laws, and (3) the potential delisting
of the Registrant from the Nasdaq SmallCap Market. During the above-referenced
years ended December 31, 1995 and 1994, there were no disagreements with Corbin
& Wertz on matters of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which would have caused Corbin &
Wertz to reference such matters in their reports, except that during the year
ended December 31, 1995, management of the Registrant capitalized interest on
the Registrant's property held for timeshare development in reliance on
Statement of Financial Accounting Standards No. 34. Corbin & Wertz determined
that such capitalization was not appropriate due to the relatively inactive
state of redevelopment of the Lake Tropicana Apartments (property held for
timeshare development). Management resolved the disagreement by expensing a
substantial portion of the interest capitalized during 1995 in the fourth
quarter of 1995.
Corbin & Wertz was requested to read a draft of the Registrant's Quarterly
Report on Form 10-QSB for the nine months ended September 30, 1996. In
connection with such reading, Corbin & Wertz requested in writing that
management of the Registrant consider expanding certain disclosures and making
certain adjustments to conform to generally accepted accounting practices.
Specifically, Corbin & Wertz suggested:
- Expanded disclosure of potential violations of Federal
securities laws with respect to the issuance of certain shares
of Common Stock;
- Disclosure of the nature of the services provided to the
Registrant for approximately 58,000,000 shares of Common Stock
valued at approximately $2.9 million (Corbin & Wertz believed
that a table reflecting the total shares and services would
assist the users of the financial statements to better
understand the nature and benefit of these services provided to
the Registrant);
- Expensing interest capitalized to property held for timeshare
development during the nine months ended September 30, 1996;
- Disclosure of the "as is" value of the Lake Tropicana Apartments
(approximately $6,000,000) which may be realized in the event
the timeshare development does not proceed and/or foreclosure on
such property occurs by the senior secured lenders;
- Disclosure of the nature of the increase in other assets/prepaid
expenses and an assessment of whether such amounts are properly
capitalized; and
- Disclosure of the write-off of the land held for sale
aggregating $360,000.
Management of the Registrant reviewed the correspondence from Corbin & Wertz
and determined that the Form 10-QSB accounting treatments and disclosures were
adequate.
In accordance with the rules of the Securities and Exchange Commission, the
Registrant has requested Corbin & Wertz to furnish the Registrant with a letter
to the Commission, which letter is filed as an Exhibit hereto.
Item 7.
Financial Statements and Exhibits.
(a) Financial statements of businesses acquired: N/A
(b) Pro forma financial information: N/A
(c) Exhibits:
Exhibit No. Description
16.2 Letter of Corbin & Wertz.
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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.
MPTV, INC.
Date: January 23, 1997 By: /s/ JAMES C. VELLEMA
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Name: James C. Vellema
Title: Chairman/Chief Executive Officer
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EXHIBIT 16.2
[LETTERHEAD]
January 23, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: MPTV, Inc.
File No.: 0-16545
Gentlepersons:
We have read and agree with the comments in Item 4 of the Current Report on
Form 8-K of MPTV, Inc. dated January 17, 1997.
Very truly yours,
/s/ CORBIN & WERTZ
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Corbin & Wertz
