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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): July 13,1999
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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 4 Change in Registrant's Certifying Accountants
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.
Metro has furnished Grant Thornton with a copy of this disclosure and has
requested Grant Thornton furnish it with a letter addressed to the SEC
stating whether it agrees with the above statements. (A copy of Grant
Thornton's letter to the SEC, dated July 8, 1999, is filed as Exhibit 16.1
to the Form 8-K/A)
Grant Thornton stated in its response that it resigned as the Company's
auditors because Grant Thornton was of the opinion that a minority
shareholder has the operating and financial decision making authority at
the Company. Grant Thornton is referring to Kenneth F. Guarino, who is
former employee of the Company and who is currently acting as a consultant
to the Company. Mr. Guarino was also the founder and is a former president
of the Company, but has not served in that capacity for 3 years. However,
the operating and financial decision making authority rests solely with the
Company's Board of Directors. Mr. Guarino is not currently a member of the
Company's Board of Directors and does not have the 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, thereunto duly authorized.
METRO GLOBAL MEDIA, INC.
By: /s/ Janet Hoey
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Janet Hoey, Treasurer
July 13, 1999
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EXHIBIT 16.1
ACCOUNTANTS AND GRANT THORNTON
MANAGEMENT CONSULTANTS GRANT THORNTON, LLP
The US Member Firm of
Grant Thornton International
July 8, 1999
Securities and Exchange Commission
Washington, DC 20549
RE: Metro Global Media, Inc.
File No. 0-21634
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of Metro Global Media, Inc. (the Company)
dated June 28, 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.
However, we believe that disclosure of the following reportable event is
required in the circumstances:
After undertaking this engagement, Grant Thornton LLP (Grant Thornton or Grant)
learned that the operating and financial decision making authority at the
Company is with a minority shareholder whose role had not been previously
disclosed to Grant Thornton. This individual is not listed as an officer or
director of the Company. Based upon supplemental due diligence, Grant Thornton
concluded, in its professional judgement, that this unexpected development made
us unwilling to be associated with the Company's financial statements.
Accordingly, we have resigned as the Company's auditors.
Very truly yours,
Grant Thornton, LLP
98 N. Washington Street
Boston, MA 02114-1913
Tel.: 617-723-7900
Fax: 617-723-3640
