-----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, JUHO/XXua9yF0qER8W8UhhaMnRVGHk0IgNxZQ/PlXdLFjBtEvXCo0LwP8HFlCx9e q/sLQ9SG8y0hB+FigTQnQQ== 0000891554-97-001211.txt : 19971224 0000891554-97-001211.hdr.sgml : 19971224 ACCESSION NUMBER: 0000891554-97-001211 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971223 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971223 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: METRO DISPLAY ADVERTISING INC CENTRAL INDEX KEY: 0000944742 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 33093323 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25982 FILM NUMBER: 97743227 BUSINESS ADDRESS: STREET 1: 15265 ALTON PARKWAY STREET 2: STE 100 CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7147273333 MAIL ADDRESS: STREET 1: 15265 ALTON PARKWAY STREET 2: STE 100 CITY: IRVINE STATE: CA ZIP: 92718 8-K 1 CURRENT REPORT - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K ---------- 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) - -------------------------------------------------------------------------------- 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 ------ ----------- 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. 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 ------------------ Scott Kraft Chief executive officer and President December 23, 1997 EX-1 2 LETTER FROM CERTIFIED PUBLIC ACCOUNTANTS 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 -------------------- Name: Dale Stinchfield Title: President -----END PRIVACY-ENHANCED MESSAGE-----