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) OCTOBER 23, 2007
PLAYLOGIC ENTERTAINMENT, INC.
(Name of Small Business Issuer as specified in its charter)
Delaware 0-49649 23-3083371
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification Number)
incorporation or
organization)
Concertgebouwplein 13, 1071 ll Amsterdam, The Netherlands
(Address of principal executive offices and zip code)
Company's telephone number, including area code: (011) 31-20-676-0304
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company 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 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On October 23, 2007, Playlogic Entertainment, Inc. (the "Company") received
a withdrawal letter from its former registered independent certified public
accounting firm, S.W. Hatfield, CPA ("Former Auditor"), stating that it was
withdrawing its audit opinion dated December 11, 2006 on the restated financial
statements of Playlogic Entertainment, Inc. as of and for the year ended
December 31, 2005. The Company was specifically informed that the audit opinion
was withdrawn and that it is not to be included in any filing with the
Securities and Exchange Commission ("SEC") and not to be utilized for any
purpose by any investor, member of management, member of the audit committee or
member of the board of directors. The reason cited by the Former Auditor for the
withdrawal of the audit opinion was a failure of the Company to pay outstanding
fees in the amount of $2750.00, which the Former Auditor claimed would create an
impairment of independence pursuant to the internal policies of the Former
Auditor and the American Institute of Certified Public Accountants ("AICPA")
Professional Standards Section 191.103.
The Company's Audit Committee has discussed the withdrawal with the Former
Auditor as well as the Company's Current Auditor, and concludes that there is no
authoritative basis for the withdrawal of the audit opinion based on internal
policies of the Former Auditor. In addition, the AICPA Professional Standard
191.103 quoted by the Former Auditor relates to attest reports on internal
controls, which is not relevant to impairment of independence resulting from
unpaid fees. The Company also concludes there is no basis for impairment of
independence based on unpaid fees as the fees in dispute were incurred in 2007
for unrelated services subsequent to the issuance of the audit opinion.
Additionally, the unpaid fees were not outstanding for the length of time
required to impair independence pursuant to AICPA Professional Standards 191.52,
"Unpaid Fees - Revised." The Company also wired payment of the fees to the
Former Auditor on October 3, 2007, but the Former Auditor rejected such payment.
Therefore, the Company's Audit Committee believes that there was no impairment
of independence resulting from unpaid fees at any time prior to or at the time
of issuance of the audit opinion dated December 11, 2006 on the restated
financial statements of Playlogic Entertainment, Inc. as of and for the year
ended December 31, 2005.
A copy of the disclosures made in this Form 8-K were sent to the Former
Auditor before the disclosures were filed with the Commission. Although the
letter is dated October 2, 2007, the Company only became aware of it on October
23, 2007. The Company has requested a letter from the Former Auditor addressed
to the SEC stating whether the Former Auditor agrees with the statements made
pursuant to this Form 8-K and if not in agreement, stating the respects in which
it does not agree. The Former Auditor's letter is filed as Exhibit 16.1 to this
report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS
Exhibit 99.1 Withdrawal Letter from S.W. Hatfield, CPA dated October 2, 2007
Exhibit 16.1 Letter from S.W. Hatfield, CPA dated October 30, 2007
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned,
thereto duly authorized.
PLAYLOGIC ENTERTAINMENT, INC.
By:/s/ Willem M. Smit
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Name: Willem M. Smit
Title: President and Chief Executive
Officer
Date: October 30, 2007
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