CLARITI TELECOMMUNICATIONS INTERNATIONAL LTD
8-K/A, 1999-09-23
RADIOTELEPHONE COMMUNICATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                   FORM 8-K/A
                            ------------------------

                                AMENDMENT NO. 1

                                 CURRENT REPORT

                            ------------------------

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                    September 23, 1999 (September 22, 1999)
               ------------------------------------------------
               DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)



                 CLARITI TELECOMMUNICATIONS INTERNATIONAL, LTD.
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                                    DELAWARE
                    ----------------------------------------
                    (STATE OR JURISDICTION OF INCORPORATION)


                 33-90344                              23-2498715
           ------------------------                -------------------
           (COMMISSION FILE NUMBER)                  (IRS EMPLOYER
                                                   IDENTIFICATION NO.)


   1735 Market Street, Mellon Bank Center, Suite 1300, Philadelphia, PA 19103
   --------------------------------------------------------------------------
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)         (ZIP CODE)


                                 (215) 979-3600
                        -------------------------------
                        (REGISTRANT'S TELEPHONE NUMBER)


                                  Not Applicable
          -------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

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<PAGE>


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 16 is attached to this Form 8-K/A in accordance with Item 304(a)(3) of
Regulation S-B.


(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED

    None

(b) PRO FORMA FINANCIAL INFORMATION

    None

(c) EXHIBITS

    16  Letter from PricewaterhouseCoopers LLP to the Securities and Exchange
        Commission dated September 22, 1999.





                                    2

































<PAGE>


                                 Signature
                                 ---------

     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.


                                                 CLARITI TELECOMMUNICATIONS
                                                 INTERNATIONAL, LTD.
                                                 (Registrant)

September 23, 1999

                                                 By: s/James M. Boyd, Jr.
                                                     --------------------
                                                     James M. Boyd, Jr.
                                                     Vice President of Finance
                                                     and Chief Accounting
                                                     Officer



                     -------------------------------------
                     PricewaterhouseCoopers LLP Letterhead
                     -------------------------------------


September 22, 1999


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Commissioners:

We have read the statements by Clariti Telecommunications International, Ltd.
(the "Company"), which we understand has been filed with the Commission,
pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report dated
September 13, 1999.  We agree with the statements concerning our Firm in such
Form 8-K.  However, we note the following:

1.  With respect to the Company's statement that, "PwC expressed no such
    concerns regarding internal controls over Registrant or other subsidiary
    operations," we informed the Company that our audit procedures with respect
    to the Registrant and the other subsidiary operations were in the
    preliminary stages and had not been completed.  Therefore, no conclusions
    regarding the internal controls at the Registrant and the other subsidiary
    locations had been reached, and that due to the significance of the
    GlobalFirst and Mediatel subsidiaries to the Registrant's consolidated
    financial position, results of operations and cash flows, the internal
    control issues identified at GlobalFirst and Mediatel may have precluded us
    from issuing an opinion on the consolidated financial statements of the
    Registrant.

2.  With respect to the Company's comments as to initiatives to improve
    controls, we have no basis to either agree or disagree with such
    statements.


Very truly yours,

s/PricewaterhouseCoopers LLP




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