UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2009
(April 24, 2009)
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
Explanatory Note:
This form 8-K/A is an amendment to the Devine Entertainment Corporation 8-K
filed on May 1, 2009 and amended May 13, 2009.
Item 4.02. Non- Reliance on Previously Issued Financial Statements or a Related
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Audit Report or Completed Interim Review
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The following disclosures are pursuant to paragraphs (b) and (c) of the Item
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4.02 Form 8-K
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On April 24, 2009 the Company received a letter (the "Letter") from Deloitte &
Touche LLP ("Deloitte") in which Deloitte stated that the Company should no
longer rely on Deloitte's audit reports for the year ended December 31, 2007. A
copy of the Letter is annexed hereto as Exhibit 16.1.
Deloitte audited the Company's December 31, 2007 financial statements included
in the December 31, 2007 Annual Report on Form 10-KSB filed on April 18, 2008
with the U.S. Securities and Exchange Commission ("SEC") and the Company's
December 31, 2007 financial statements filed that same day with the Ontario
Securities Commission ("OSC"). The Company's 10KSB filed on April 18, 2008 with
the SEC contained a number of typographical errors that required an amended
10KSB filing. The Company's December 31, 2007 financial statements filed with
the OSC did not. On June 27, 2008 filed a 10KSB/A correcting a number of
typographical errors that were present in the Company's original 10KSB filing
and reproduced the Company's financial statements as originally filed on April
18, 2008 with the typographical errors corrected and with Deloitte audit reports
revised as per text provided by Deloitte.
As previously reported in an Item 4.01 Form 8-K filed with the Commission on
August 1, 2008, and as amended on August 15, 2008, on July 11, 2008, the Company
dismissed Deloitte as its independent accounting firm. The reports of Deloitte
on the Company's financial statements for the year 2007 neither contained an
adverse opinion or disclaimer of opinion nor were modified as to uncertainty,
audit scope or accounting principles. During the Company's engagement of
Deloitte and through the date of dismissal, there were no disagreements with
Deloitte on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure with respect to the
Company, which disagreements, if not resolved to the satisfaction of Deloitte,
would have caused it to make reference to the subject matter of the
disagreements in connection with its reports on the Company's financial
statements. At that time Deloitte informed the SEC that the Company's 10KSB/A
filed on June 27, 2008 contained most but not all of the corrections and that
Deloitte disagreed with the Company's Item 4.01 Form 8-K disclosure and that
Deloitte would provide further details as to their disagreements. The Letter is
in fact very similar to communication from Deloitte included as an exhibit in
the Company's Item 4.01 8-K/A filed on August 15, 2008.
Since that time, in the Company's opinion, Deloitte has not provided any
specific details related to any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure with respect to
the Company, which disagreements, if not resolved to the satisfaction of
Deloitte, would have caused it to make reference to the subject matter of the
disagreements in connection with its reports on the Company's financial
statements since the original filing of the Company's 2007 year end statements.
On February 13, 2009, pursuant to comments from the SEC the Company filed a
second 10KSB/A that reproduced the Company's financial statements and audit
reports originally filed with the SEC and the OSC on April 18, 2008 fully
disclosing in the 10KSB/A filing that the financial statements included were the
same as the Company's financial statements and audit reports originally filed
with the SEC and the OSC on April 18, 2008 with certain typographical errors
corrected.
In the Letter, Deloitte alleges that the 10KSB/A filed on February 13, 2009 with
the SEC includes improper audit reports as they were included without prior
notice to or approval from Deloitte. The Letter further states,
without specific reference to material accounting issues, that some of the
disclosures in the 10KSB/A filed have been updated by the Company in response to
comments from the SEC and that
Deloitte had not been copied on these communications. In the
Letter Deloitte also states that it expects the Company to cease and desist
placing Deloitte's name on any audit report or future filing relating to Devine,
including any future document relating to its December 31, 2007 year end (or, to
the extent it may incorporate same, in its December 31, 2008 year end).
The Company filed an Item 4.02 Form 8-K on May 1, 2009, that included Deloitte's
Letter as an exhibit, the Company stated that in the Company's opinion, Deloitte
has not provided any specific details related to any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure with respect to the Company, which disagreements, if not resolved to
the satisfaction of Deloitte, would have caused it to make reference to the
subject matter of the disagreements in connection with its reports on the
Company's financial statements since the original filing of the Company's 2007
year end statements.
On May 1, 2009, the Company provided Deloitte with a copy of the disclosure and
requested that Deloitte promptly furnish a letter to the SEC indicating whether
or not they agree with the Company's disclosure as filed in the Item 4.02 Form
8-K on May 1, 2009. The Company's officers have communicated further with
Deloitte's senior management in an attempt to resolve the issues noted in the
Letter. As a result of this communication the Company was advised by Deloitte
that they would be responding to the Item 4.02 Form 8-K filed on May 1, 2009
shortly.
In the Company's opinion, Deloitte has not advised the Company of any specific
material accounting deficiencies or disagreements regarding the 2007 year end
financial statements. The Company trusts that Deloitte will respond in a timely
manner and provided that the Company can resolve the issues regarding Deloitte's
audit reports shortly, the Company intends is to file its December 2008
financial statements by May 30, 2009. Notwithstanding the Company's intent,
further delay in Deloitte's response or the inability to resolve the situation
with Deloitte may delay the filing of its December 2008 financial statements
further and the Company is exploring what other options or remedies are
available to it.
On May 13, 2009, the Company provided Deloitte with a copy of the revised
disclosure set forth herein in this form 8-K/A and requested that Deloitte
furnish the Company with a letter addressed to the United States Securities and
Exchange Commission stating whether Deloitte agrees with such disclosure.
On May 20, 2009 Deloitte provided a response letter to the United States
Securities and Exchange Commission, included herein as exhibit 7.2. The Company
maintains it's opinion that Deloitte has not advised the Company of any specific
material accounting deficiencies or disagreements regarding the 2007 year end
financial statements and the Company is exploring what other options or remedies
are available to it.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
7.1. Letter dated April 24, 2009 from Deloitte & Touche LLP to the Company.
7.2 Response letter dated May 20, 2009 from Deloitte & Touche LLP to the
United States Securities and Exchange Commission.
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: May 22, 2009
By: /s/ Richard Mozer
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Name: Richard Mozer
Title: Chief Financial Officer