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): June 22, 1999
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)
(401) 942-7876
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(Registrant's telephone number, including area code)
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(Former name of former address, if changed since last report)
<PAGE>
Item 4 Change in Registrant's Certifying Accountant.
On June 22, 1999, Metro Global Media, Inc.'s ("Metro") independent
accounting firm, Grant Thornton, LLP resigned. Since Grant Thornton's
appointment, there have been no disagreements on any matter of
accounting principals or practices, financial statement disclosure or
auditing scope or procedure. Grant Thornton did not audit Metro's May
29, 1999 records nor have they issued a report on Metro's financial
statements.
In its letter to the SEC, which is part of the Form 8-K/A filed with
the Commission on July 13, 1999, Grant Thornton stated that it was
unwilling to be associated with Metro's financial statements.
Metro furnished Grant Thornton with a copy its Form 8-K/A filed on
August 23, 1999 and requested Grant Thornton furnish it with an
updated letter addressed to the SEC stating whether it agrees with the
above statements. (A copy of Grant Thornton's letter to the SEC, dated
October 4, 1999, is filed as Exhibit 16.1 to the Form 8-K/A)
Grant Thornton stated in its October 4, 1999 letter that it resigned
on June 22, 1999 as the Company's auditors because it was of the
opinion that Kenneth F. Guarino directly or indirectly had operating
and financial decision making authority at Metro. Mr. Guarino, who is
a principal shareholder of Metro and was acting as a consultant to
Metro during Grant Thornton's tenure as Metro's accounting firm,
became Acting Chief Executive Officer in September 1999 pending the
Company's search for a permanent Chief Executive Officer. Mr. Guarino
was also the founder and is a former president of Metro, but until
September 1999, had not served in such a capacity for 3 years. The
ultimate operating and financial decision making authority rests
solely with Metro's Board of Directors. Mr. Guarino is not currently a
member of Metro's Board of Directors and does not have the ultimate
authority to make operation or financial decisions on behalf of the
Company.
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, hereunto duly authorized.
METRO GLOBAL MEDIA, INC.
By: /s/ Janet Hoey
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Janet Hoey, Treasurer
October 7, 1999
EXHIBIT 16.1
Accountants and GRANT THORNTON
Management Consultants GRANT THORNTON, LLP
The US Member Firm of
Grant Thornton International
October 4, 1999
Securities and Exchange Commission
Washington, DC 20549
RE: Metro Global Media, Inc.
File No. 21634
Dear Sir or Madam:
We have read Item 4 of the Form 8-K/A of Metro Global Media, Inc. (the Company)
filed August 23, 1999, and agree with the statements therein that there have
been no disagreements on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure and Grant Thornton
LLP has not audited the Company's May 29, 1999 records nor have we issued a
report on the Company's financial statements and further we acknowledge that Mr.
Guarino is not currently listed as a member of the Company's Board of Directors.
The remaining disclosures in the final two sentences of paragraph 4 of Item 4
are not consistent with information that came to our attention after we
undertook an engagement to audit the Company's financial statements. Based upon
comments by Mr. Guarino and others, it became evident to us that Mr. Guarino
directly or indirectly had/has operating and financial decision making authority
at the Company, a role that had not been previously disclosed to us. Information
revealing Mr. Guarino's actual authority prompted us to perform as supplemental
due diligence a background review of him and based on this review we made a
professional judgement to resign.
Very truly yours,
Grant Thornton, LLP
98 N. Washington Street
Boston, MA 02114-1913
Tel.: 617-723-7900
Fax: 617-723-3640
