Office of the Chief Accountant
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Commissioners:
We have read the statements (a copy of which is attached) made by Branded Media
Corporation [Commission File Number 000-03574] , which were filed with the
United States Securities and Exchange Commission, pursuant to Item 4.01 of Form
8-K, as part of the Form 8-K of Branded Media Corporation dated November 17,
2006. We agree with the statements concerning our Firm in such Form 8-K.
/s/ Friedman LLP
- ------------------------
Friedman LLP
East Hanover, New Jersey
November 22, 2006
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): November 10, 2006
BRANDED MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 000-03574 20-2053360
- ------------------------------- ------------ -------------------
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation or Organization) File Number) Identification No.)
425 Madison Avenue, New York, NY 10017
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's phone number, including area code: (212) 230-1941
--------------
Not Applicable
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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))
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL SATEMENTS
Item 4.01. Change in Registrant's Certifying Accountant.
Effective November 10, 2006, Branded Media Corporation ("BMC") and BMC's
subsidiary Executive Media Network, Inc. ("EMN") dismissed Friedman LLP
("Friedman") as their independent registered public accounting firm. The
decision to dismiss Friedman was approved by the BMC and EMN Boards of
Directors.
The reports of Friedman on the BMC and EMN financial statements for the
fiscal years ended September 30, 2005 and September 30, 2004 did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principle, except that (i) the BMC
financial statements for the fiscal year ended September 30, 2005 contained an
explanatory paragraph related to substantial doubt regarding BMC's ability to
continue as a going concern and (ii) the BMC financial statements for the fiscal
year ended September 30, 2004 were restated because subsequent to the issuance
of such financial statements Friedman became aware that those financial
statements did not reflect the proper value of a film, television, and music
library and certain non-monetary transactions. In Friedman's original report,
Friedman expressed an unqualified opinion on BMC's financial statements as of
and for the fiscal year ended September 30, 2004, and Friedman's opinion on the
revised statements remained unqualified.
In connection with Friedman's audits of the BMC and EMN financial
statements for the fiscal years ended September 30, 2005 and September 30, 2004,
and the subsequent period through November 10, 2006, there were no disagreements
between BMC and EMN and Friedman on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of Friedman would have caused
Friedman to make reference to the subject matter of the disagreement in
connection with its report on the financial statements of BMC or EMN for such
years.
During the fiscal years ended September 30, 2005 and September 30, 2004
and through November 10, 2006 there have been no events required to be reported
under Regulation S-B Item 304 (a)(1)(iv)(B).
BMC and EMN have requested that Friedman furnish them with a letter
addressed to the SEC stating whether Friedman agrees with the above statements
made by BMC and EMN. BMC will amend this Form 8-K and attach a copy of such
letter as an exhibit promptly after Friedman furnishes the letter to BMC and
EMN.
Section 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
Exhibit Description Location
- ------- ----------------------------------------- ------------------------
16.2 Letter from Friedman LLP To be filed by amendment
regarding change of certifying accountant.
2
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.
Date: November 17, 2006
BRANDED MEDIA CORPORATION
(Registrant)
By: /s/ Gary D. Kucher
-----------------------
Gary D. Kucher
Chief Executive Officer