-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GtoDH6bGXwVabHmBYxuEhogahANo9Ruq+cJ2L7rmkMg5EHoHF/Da5I8lmq+ujY7G G3cLggVKoMaw03u/1Br/2w== 0000950117-03-003698.txt : 20030819 0000950117-03-003698.hdr.sgml : 20030819 20030819170327 ACCESSION NUMBER: 0000950117-03-003698 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030812 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MKTG SERVICES INC CENTRAL INDEX KEY: 0000014280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880085608 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01768 FILM NUMBER: 03856283 BUSINESS ADDRESS: STREET 1: 333 SEVENTH AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 917-339-7200 MAIL ADDRESS: STREET 1: 333 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: MARKETING SERVICES GROUP INC DATE OF NAME CHANGE: 19970707 FORMER COMPANY: FORMER CONFORMED NAME: ALL-COMM MEDIA CORP DATE OF NAME CHANGE: 19950823 FORMER COMPANY: FORMER CONFORMED NAME: SPORTS TECH INC DATE OF NAME CHANGE: 19920703 8-K 1 a36027.txt MKTG SERVICES, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 12, 2003 MKTG SERVICES, INC. (Exact name of Registrant as specified in charter) Nevada 0-16730 88-0085608 - -------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File No.) Identification No.) incorporation) 333 Seventh Avenue New York, New York 10001 (Address of Principal Executive Offices) 917/339-7100 (Registrant's telephone number, including area code) ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On August 12, 2003, MKTG Services, Inc. (the "Company") dismissed PricewaterhouseCoopers LLP (the "Former Auditor") as its independent auditor. The Company's dismissal of the Former Auditor was approved by the entire Board of Directors of the Company upon the recommendation of the Company's Audit Committee. The Former Auditor's report on the Company's financial statements for each of the years ended June 30, 2002 and 2001 did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principals, except that the Former Auditor's report on the Company's financial statements for the year ended June 30, 2002, included a separate paragraph regarding the Company's ability to continue as a going concern. In connection with the audits for the years ended June 30, 2002 and June 30, 2001 and through August 12, 2003, there were no disagreements with the Former Auditor on any matter of accounting principals or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of the Former Auditor, would have caused it to make references to the subject matter of the disagreement(s) in connection with its reports on the financial statements for such years. During the years ended June 30, 2002 and June 30, 2001 and through August 12, 2003, there were no Reportable Events (as defined by Regulation S-K Item 304 (a)(1)(v)) except that in November 2000 and November 2001, the Former Auditor reported to and discussed with management and the audit committee a material weakness related to certain internal controls. In particular, the Former Auditor noted that: (a) the Company did not appear to have formal procedures in place to ensure that financial management is provided with documents and sufficiently consulted with regard to the potential accounting consequences of transactions prior to the finalization of contracts and agreements, (b) there appeared to be limited control procedures in place to ensure that financial management is made aware of all transactions that occur and documentation is received and reviewed in a timely manner, and (c) that transactions with financial significance should be discussed with external auditors prior to finalization. No such comments have been made by the Former Auditor to the Company since November 2001. The Company has engaged the firm of Amper, Politziner & Mattia, P.C., 2015 Lincoln Highway Edison, NJ 08818 (the "New Auditor") as its independent auditor effective on or about August 19, 2003, to act as its independent auditor for the fiscal year ending June 30, 2003. During the two most recent fiscal years and the interim period preceding the appointment of the New Auditor, we have not consulted the New Auditor regarding either (i) the application of the accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor advice was provided to us that the New Auditor concluded was an important factor considered by us in reaching a decision as to the accounting of financial reporting issue; or (ii) any matter that was either the subject of a disagreement or a reportable event (as defined in Regulation S-K, Item 304(a)(1)). The Company has authorized and requested the Former Auditor to respond fully to the inquiries of the New Auditor regarding the matters above. The Company has provided the Former Auditor with a copy of the disclosures it is making herein in response to Item 304(a) of Regulation S-K. The Registrant requested that the Former Auditor furnish the Registrant with a letter addressed to the Commission stating whether it agrees with the statements made by the Registrant. The Registrant has annexed such letter hereto as Exhibit 16.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Not applicable (b) Not applicable (c) The following document is filed herewith as an exhibit to this Form 8-K: 16.1 Letter from PricewaterhouseCoopers LLP, dated August 19, 2003. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MKTG SERVICES, INC. (Registrant) Date: August 19, 2003 By: /s/ J. Jeremy Barbera -------------------------------- J. Jeremy Barbera Chairman of the Board and Chief Executive Officer EX-16 3 ex16-1.txt EXHIBIT 16.1 [PricewaterhouseCoopers LLP LOGO] - -------------------------------------------------------------------------------- PricewaterhouseCoopers LLP 1301 Avenue of the Americas New York NY 10019-6013 Telephone (646) 471 4000 Facsimile (813) 286 6000 August 19, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by MKTG Services, Inc. (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report dated August 12, 2003. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP On August 12, 2003, MKTG Services, Inc. (the "Company") dismissed PricewaterhouseCoopers LLP (the "Former Auditor") as its independent auditor. The Company's dismissal of the Former Auditor was approved by the entire Board of Directors of the Company upon the recommendation of the Company's Audit Committee. The Former Auditor's report on the Company's financial statements for each of the years ended June 30, 2002 and 2001 did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principals, except that the Former Auditor's report on the Company's financial statements for the year ended June 30, 2002, included a separate paragraph regarding the Company's ability to continue as a going concern. In connection with the audits for the years ended June 30, 2002 and June 30, 2001 and through August 12, 2003, there were no disagreements with the Former Auditor on any matter of accounting principals or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of the Former Auditor, would have caused it to make references to the subject matter of the disagreement(s) in connection with its reports on the financial statements for such years. During the years ended June 30, 2002 and June 30, 2001 and through August 12, 2003, there were no Reportable Events (as defined by Regulation S-K Item 304 (a)(1)(v)) except that in November 2000 and November 2001, the Former Auditor reported to and discussed with management and the audit committee a material weakness related to certain internal controls. In particular, the Former Auditor noted that: (a) the Company did not appear to have formal procedures in place to ensure that financial management is provided with documents and sufficiently consulted with regard to the potential accounting consequences of transactions prior to the finalization of contracts and agreements, (b) there appeared to be limited control procedures in place to ensure that financial management is made aware of all transactions that occur and documentation is received and reviewed in a timely manner, and (c) that transactions with financial significance should be discussed with external auditors prior to finalization. No such comments have been made by the Former Auditor to the Company since November 2001. The Company has engaged the firm of Amper, Politziner & Mattia, P.C., 2015 Lincoln Highway Edison, NJ 08818 (the "New Auditor") as its independent auditor effective on or about August 19, 2003, to act as its independent auditor for the fiscal year ending June 30, 2003. During the two most recent fiscal years and the interim period preceding the appointment of the New Auditor, we have not consulted the New Auditor regarding either (i) the application of the accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor advice was provided to us that the New Auditor concluded was an important factor considered by us in reaching a decision as to the accounting of financial reporting issue; or (ii) any matter that was either the subject of a disagreement or a reportable event (as defined in Regulation S-K, Item 304(a)(1)). -----END PRIVACY-ENHANCED MESSAGE-----