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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
December 23, 1997
(Date of Report)
Commission File Number 0-025982
METRO DISPLAY ADVERTISING, INC.
(exact name of small business issuer as specified in its charter)
CALIFORNIA 33-0093323
(State of Incorporation) (IRS Employer Identification No.)
SUITE 100
15265 ALTON PARKWAY
IRVINE, CA 92618
(address of principal executive offices)
(714) 727-3333
(issuer's telephone number, including area code)
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Item 4 Changes in Registrant's Certifying Accountants
(a) The Board of Directors of Metro Display Advertising, Inc. (the
"Company") has approved and determined to recommend to the Company's
shareholders at the Annual Meeting scheduled to be held on January 18,
1997, that the firm of Peck & Lopez be selected as the Company's
independent auditors for the calendar year 1996. The firm of
Stinchfield & Co. served as the Company's independent auditors for the
fiscal year ending December 31, 1993, 1994, and 1995.
(b) The Company believes there were no disagreements with Stinchfield &
Co. within the meaning of Instruction 4 of Item 304 of Regulation S-K
as any matter of accounting principles or practices, financial
statements disclosures, or auditing scope or procedure in connection
with the audits of the Company's financial statements for the fiscal
years ended December 31, 1993, 1994 and 1995, or for any subsequent
interim period, which disagreements if not resolved to their
satisfaction would have caused Stinchfield & Co. to issue an adverse
opinion or a disclaimer of opinion, and neither report contained an
adverse opinion or disclaimer of opinion or qualified or modified as
to uncertainty, audit scope or accounting principles.
(c) During the two most recent fiscal years and through present, there
have been no reportable events (as defined in Item 304 of Regulation
S-K) with Stinchfield & Co. The Company has not consulted with Peck
and Lopez regarding the application of accounting principles to a
specified transaction or the type of audit opinion that might be
rendered as the Registrants financial statements during the two most
recent fiscal years through the present.
(d) A letter of Stinchfield & Co. addressed to the Securities and Exchange
Commission is included as Exhibit 1 t this Form 8-K. Such letter
states that such firm agrees with the statements made by the Company
in this Item 4.
(e) The change of auditors was approved by the Board of Directors of the
Company on December 10, 1996.
Item 7 Financial Statements and Exhibits
(c) Exhibits
Number Description
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Letter of Stinchfield & Co. to the
Securities and Exchange Commission
Included herein pursuant to the
Requirements of Item 304 (a)(3) of
Regulation S-K.
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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 thereunto duly authorized.
Metro Display Advertising, Inc.
By /s/ Scott Kraft
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Scott Kraft
Chief executive officer and President
December 23, 1997
Stinchfield & Co.
An Accountancy Corporation
Certified Public Accountants
Exhibit 1
September 19, 1997
Securities and Exchange Commission
450 Fifth Street N. W.
Washington, D.C. 20549
Gentleman:
We were previously principal accountants for Metro Display Advertising,
Inc. and we reported on the financial statements and schedules of Metro Display
Advertising, Inc. for the fiscal year ended December 31, 1994 and 1995. On
December 10, 1996, we were dismissed as the principal accountants of Metro
Display Advertising, Inc. We have read the section entitled "Independent
Accountants" in the attached proxy statement of Metro Display, Advertising, Inc.
to be distributed in conjunction with the Company's Annual Meeting of
Shareholders for 1997 and to be filed with the Securities and Exchange
Commission and are in agreement with the statements contained therein.
Sincerely,
STINCHFIELD & CO.
By: /s/ Dale Stinchfield
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Name: Dale Stinchfield
Title: President
