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U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): April 13, 1998
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Metro Global Media, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-21634 65-0025871
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State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
1060 Park Avenue, Cranston, Rhode Island 02910
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (401) 942-7876
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(Former name of former address, if changed since last report)
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Item 5. Other Events
Pursuant to the Company's Form 8-K filing, dated December 23, 1997, the
Company engaged an independent consulting firm to investigate whether there were
any irregularities with respect to the Company's accounting and financial
reporting during Mr. Blair's tenure with the Company. To conduct this
investigation, the Company retained Ten Eyck Associates, Inc. whom, on March 5,
1998 issued a report to the Company stating that the investigation did not
reveal any accounting or financial reporting irregularities. Further the
investigation did not detect any transactions that appear to have been other
than in the ordinary course of business. Based on the results of this
investigation, on March 18, 1998, the Company's independent auditors retracted
their previous cautionary letter with respect to the Company's financial
statements and have once again concluded that their previously issued audit
reports dated July 31, 1997 and August 9, 1996 on the Company's financial
statements for the years ended May 31, 1997 and May 31, 1996 may be relied upon
as originally filed.
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Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
not applicable
(b) Pro forma financial information
not applicable
(c) Exhibits
(1) Letter from Ellis L. Levin, Director of Ten Eyck Associates,
Inc., dated March 5, 1998
(2) Letter from Trien, Rosenberg, Rosenberg, Weinberg, Ciullo &
Fazzari LLP, dated March 18, 1998
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
METRO GLOBAL MEDIA, INC.
By:
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Janet Hoey, Treasurer
April 13, 1998
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March 5, 1998
Eric P. Littman, Esq.
Eric P. Littman, P.A.
1428 Brickell Avenue - 8/th/ Floor
Miami, FL 33131
RE: Metro Global Media, Inc.
Dear Mr. Littman:
Pursuant to the terms of our engagement, we have investigated Metro Global
Media, Inc.'s (The Company) accounting and financial reporting practices during
the period of Mr. Thomas Blair's tenure with The Company. The Company's
officers, directors, and independent auditor cooperated fully with our
investigators.
The investigation did not reveal any accounting or financial reporting
irregularities. Further the investigation did not detect any transactions that
appear to have been other than in the ordinary course of The Company's business.
The results of our investigation have been communicated to The Company's
independent auditor and we understand you intend to share the contents of this
letter with the auditor.
During our investigation, we found that Ms. Janet Hoey, The Company's recently
hired Chief Financial Officer, commenced an assessment of The Company's internal
control structure. Ms. Hoey advised us nothing has come to her attention to
indicate deficiencies, breakdowns, or violations of established practices and
procedures. Further, Ms. Hoey expects to simplify and strengthen The Company's
control structure in connection with the design and implementation of a new date
processing system.
Sincerely,
Ellis L. Levin
Director
/lw
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March 18, 1998
Mr. Daniel Geribo, President
Metro Global Media, Inc. and Subsidiaries
1060 Park Avenue
Cranston, RI 02910
Dear Mr. Geribo:
This letter is referenced to our correspondence dated December 19, 1997
addressed to Mr. Alan S. Casale, Director and to the Board of Directors of Metro
Global Media, Inc. ("the Company"). In that letter we stated that our audit
reports dated July 31, 1997 and August 9, 1996 on the underlying Company's
financial statements for the years ended May 31, 1997 and May 31, 1996 were not
to be relied upon due to certain recent developments. Subsequently, the Company
filed Form 8K on December 24, 1997 with the U.S. Securities and Exchange
Commission disclosing that Mr. Thomas J. Blair, the Company's Chief Financial
Officer and principal liaison during the audits for years ended May 31, 1996 and
May 31, 1997, was a convicted felon and was permanently suspended from appearing
or practicing before the commission. As a result, management engaged an
independent accounting firm to investigate the accounting and financial
reporting during Mr. Blair's tenure with the Company.
On March 12, 1998 the Company's SEC counsel provided us with a report dated
March 5, 1998 issued by Ten Eyck Associates, Inc. (an independent consulting
firm engaged by the Company). Such report indicated that Ten Eyck Associates,
Inc. investigated the Company's accounting and financial practices during the
period of Mr. Thomas J. Blair's tenure with the Company and the investigation
did not reveal any accounting or financial reporting irregularities. Further,
the investigation did not detect any transaction that appear to have been other
than in the ordinary course of the Company's business. Also, on March 13, 1998
you had provided us with an updated management representation letter summarizing
the aforementioned facts.
Our due diligence was limited to giving consideration to the findings and
contents of the investigation report prepared by Ten Eyck Associates, Inc. and
to the Company's management updated representation letter as it related to our
previously issued audit reports dated July 31, 1997 and August 9, 1996 on the
Company's financial statements for the years ended May 31, 1997 and May 31,
1996.
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Based on the aforementioned reports provided to us by management and Ten Eyck
Associates, Inc., we have concluded that our previously issued audit reports
dated July 31, 1997 and August 9, 1996 on the Company's financial statements for
the years ended May 31, 1997 and May 31, 1996 may be relied upon as originally
filed.
We also suggest that the Company contact its SEC counsel and report all of the
above information on Form 8K, which copy must be provided to us before filing as
soon as possible.
Very truly yours,
Trien Rosenberg Rosenberg
Weinberg Ciullo & Fazzari LLP
