UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 31, 2008
(November 3, 2008)
Devine Entertainment Corporation
(Exact name of registrant as specified in its charter)
Ontario, Canada 000-51168 Not Applicable
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
Suite 504, 2 Berkeley Street
Toronto, Ontario, Canada M5A 2W3
(Address of principal executive offices) (Postal Code)
(416) 364-2282
Registrant's telephone number, including area code
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On October 30, 2008, Devine Entertainment Corporation (the "Company") filed a
Form 8-K (the "Initial Filing") disclosing that the Company had restated its
financial statements for the year ended December 31, 2006. On November 3, 2008,
the Company received a comment letter from the United States Securities and
Exchange Commission regarding the Initial Filing. In response to such comment
letter, the Company hereby amends the Initial Filing by making the following
additional disclosure:
1. The Company's board of directors, audit committee and outside independent
accountants jointly discussed and concluded that the Company's financial
statements for the year ended December 31, 2006 should no longer be relied upon.
This conclusion resulted in the restatement of such financial statements. The
Company's board of directors, audit committee and outside independent
accountants further jointly discussed and concluded that restatements of the
Company's financial statements for the years ended December 31, 2005 and
December 31, 2004 were not required. The foregoing conclusions were reached
during the fourth (4th) quarter of 2007.
2. The restatement of the Company's financial statements for the year ended
December 31, 2006 were primarily attributable to the accounting treatment of the
(i) equity portion of certain convertible debt securities of the Company, (ii)
restatement of the fair value calculation of the Company's outstanding warrants
and options in accordance with United States generally accepted accounting
principles and (iii) restatement of the Company's preferred shares issued in
2005 as a liability instead of an equity component. The Company believes that
the restatement of its financial statements for the year ended December 31, 2006
was the result of the Company not having in 2006 sufficient in-house expertise
to ensure compliance with the measurement, recognition and disclosure
requirements under Canadian and United States generally accepted accounting
principles for certain transactions. Since 2006, the Company has improved its
in-house knowledge of Canadian and United States generally accepted accounting
principles and has established a number of control procedures designed to
strengthen its capabilities to both identify and address any potential errors
before public disclosure of financial information is made.
3. The Company's restated financial statements for the year ended December 31,
2006 were filed with the United States Securities and Exchange Commission on
April 18, 2008.
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 hereunto duly authorized.
Devine Entertainment Corporation
Date: December 31, 2008
By: /s/ Richard Mozer
------------------------------
Name: Richard Mozer
Title: Chief Financial Officer