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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 30, 2000
SELECT MEDIA COMMUNICATIONS, INC.
(Exact name of registrant as specified in its chapter)
New York 000-24706 13-3415331
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation or organization) Identification No.)
44E. 32nd Street, New York, NY 10016
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (212) 251-8796
666 Third Avenue, New York, NY 10015
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not Applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On October 13, 1995, Select Media Communications, Inc. (the "Registrant")
filed a voluntary petition for reorganization pursuant to Chapter 11 of Title 11
of the United States Bankruptcy Code. Ernst & Young LLP did not provide any
services, including services as auditor, to the Registrant after October 13,
1995. The Registrant did not formally notify Ernst & Young LLP that the
client-auditor relationship had ceased until October 30, 2000. Before the
Registrant's formal notice to Ernst & Young LLP, on February 1, 2000, the
Registrant engaged Marcum & Kleigman, LLP as its new independent auditors to
audit the Registrant's financial statements.
1(a)(1) Change of independent accountants
(i) On October 30, 2000, the Board of Directors of Select Media
Communications, Inc. adopted a resolution to formally notify
the independent accounting firm of Ernst & Young LLP that the
client-auditor relationship between Select Media
Communications, Inc. and Ernst & Young LLP had ceased.
(ii) The last report issued by Ernst & Young LLP on the
consolidated financial statements of the Registrant related to
the Registrant's fiscal year ended December 31, 1994. Such
report was issued on March 22, 1995 and Ernst & Young LLP's
opinion was modified as to the uncertainty of the Registrant
to continue as a going concern. Ernst & Young has not issued
any reports on the Registrant's consolidated financial
statements since the March 22, 1995 report.
(iii) The decision to change accountants was recommended by the
Registrant's Board of Directors.
(iv) (A) In connection with the audit of the Registrants'
consolidated financial statements for the year ended
December 31, 1994 and during any subsequent interim
periods up to October 30,
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2000, there have been no disagreements with Ernst &
Young LLP on any matters of accounting principles or
practices, financial statement disclosure, or
auditing scope or procedures, which if not resolved
to the satisfaction of Ernst & Young LLP would have
caused Ernst & Young LLP to make reference to the
subject matter of the disagreements in connection
with their report.
(B) Not applicable.
(a)(2) Engagement of new independent accountants
(i) On February 1, 2000, the Registrant's Board of Directors
formally engaged Marcum & Kliegman LLP, 130 Crossways Park
Drive, Woodbury, New York as its new independent auditors
("M&K") to audit the Registrant's financial statements.
Neither the Registrant, nor any person on the Registrant's
behalf during the two most recent fiscal years and the
subsequent interim periods prior to the engagement of M&K,
consulted with M&K with regard to any of the matters listed
in Regulation S-B Items 304(a)(2)(i) or (ii).
(a)(3) The Registrant has requested that Ernst & Young LLP furnish it with a
letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements. A copy of the Ernst &
Young LLP letter to the Securities and Exchange Commission, dated
December 21, 2000, is filed as Exhibit 16 to this Form 8-K.
(b) None of the conditions listed in Regulation S-B Item 304(b) exist in
this matter.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENT AND EXHIBITS
Exhibit 16. Letter from Ernst & Young LLP regarding agreement with
statements by Registrant in response to Item 304(a) of
Regulation S-B.
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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.
SELECT MEDIA COMMUNICATIONS, INC.
By: /s/ MITCH GUTKOWSKI
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Mitch Gutkowski, President
Date: December 21, 2000
