UNITED STATES
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 (Date of earliest event reported): October 5, 2007
NTN BUZZTIME, INC.
(Exact name of Registrant as Specified in Charter)
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| Delaware | | 001-11460 | | 31-1103425 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
5966 La Place Court Carlsbad, California | | 92008 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(760) 438-7400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 4.01. | Changes in Registrant’s Certifying Accountant. |
On October 5, 2007, the Audit Committee of the Board of Directors (the “Committee”) of NTN Buzztime, Inc. (the “Company”) approved the dismissal of Haskell & White LLP (the “Former Auditor”) as the Company’s independent registered public accounting firm effective as of October 5, 2007, and approved the engagement of Mayer Hoffman McCann P.C. (the “New Auditor”) as the Company’s new independent registered public accounting firm effective October 9, 2007.
The Former Auditor’s reports on the Company’s financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company’s two most recent fiscal years and the subsequent interim period preceding the dismissal of the Former Auditor, there were no disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of the Former Auditor, would have caused it to make a reference to the subject matter of the disagreement in connection with its report. During the Company’s two most recent fiscal years and the subsequent interim period preceding the dismissal of the Former Auditor, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
During the Company’s two most recent fiscal years and the interim period prior to engaging the New Auditor, neither the Company nor anyone on its behalf consulted the New Auditor regarding (i) either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that the New Auditor concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided the Former Auditor with a copy of the statements it is making in this Current Report and requested that the Former Auditor furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements herein. A copy of the Former Auditor’s letter, dated October 10, 2007, is attached hereto as Exhibit 16.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| | 16.1 | Letter from Haskell & White LLP to the Securities and Exchange Commission, dated October 10, 2007. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | NTN BUZZTIME, INC. |
| | |
| Date: October 10, 2007 | | By: | | /s/ Kendra Berger |
| | | | Kendra Berger |
| | | | Chief Financial Officer |
EXHIBIT INDEX
| | |
| Exhibit No. | | Document |
| 16.1 | | Letter from Haskell & White LLP to the Securities and Exchange Commission, dated October 10, 2007. |
