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): January 6, 2004
UGOMEDIA INTERACTIVE CORP.
(Exact name of Registrant as specified in its charter)
Nevada 000-31160 88-0470239
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
300 Center Street, Bay City, MI 48708
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(877) 99SCIAX
N/A
(Former Name or Former Address, if Changed Since Last Report)
ITEM 4. CHANGES IN THE REGISTRANT'S CERTIFYING ACCOUNTANT.
On January 6, 2004, Rogoff & Co. resigned as the Company's independent auditors
as part of Rogoff & Co.'s. discontinuation of its SEC audit practice. Rogoff &
Co. had served as the Company's independent auditors since June 2003. The
Company has retained the services of Goldstein & Morris as its independent
auditors. A copy of the engagement letter of Goldstein & Morris is annexed
hereto as Exhibit 16.1. The decision to change accountants has been approved by
the Company's board of directors.
In connection with Rogoff & Co.'s provision of services from June 2003 through
January 6, 2004, there have been no disagreements with Rogoff & Co. on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of Rogoff & Co., would have caused it to make reference thereto in
its report on the Company's financial statements for such periods. In addition,
Rogoff & Co. did not advise the Company with regard to any of the following:
1. That internal controls necessary to develop reliable financial statements did
not exist; or
2. That information has come to the attention of Rogoff & Co. which made them
unwilling to rely on management's representations, or unwilling to be associated
with the financial statements prepared by management; or
3. That the scope of the audit should be expanded significantly, or information
has come to their attention that they had concluded will, or if further
investigated might, materially impact the fairness or reliability of a
previously issued audit report or the underlying financial statements, or the
financial statements issued or to be issued covering the fiscal periods
subsequent to the date of the most recent audited financial statements, with any
such issue not having been resolved to Rogoff & Co.'s satisfaction prior to its
resignation.
In connection with Rogoff & Co.'s provision of services from June 2003 and
through January 6, 2004, there have been no reportable events of the kind listed
in Item 304 of Regulation S-K.
The Company has sent a copy of this Current Report to Rogoff & Co.. Rogoff & Co.
have furnished the Company with a letter addressed to the Securities and
Exchange Commission stating whether Rogoff & Co. agrees with the statements set
forth in Item 4 of this Current Report and, if not, stating the respects in
which it does not agree. A copy of such letter is filed as Exhibit 16.2 to this
Current Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a)-(b) Financial Statements of Business Acquired and Pro Forma Financial
Information. None.
(c) Exhibits.
16.1 Engagement letter of Goldstein & Morris.
16.2 Letter from Rogoff & Co. addressed to the Securities and Exchange
Commission
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 thereunto duly authorized.
UGOMEDIA INTERACTIVE CORP.
/s/ Nitin Amersey
-----------------------------------
By: Nitin Amersey
Its: Chief Executive Officer
Date: January 14, 2004
EXHIBIT INDEX
16.1 Engagement letter of Goldstein & Morris
16.2 Letter from Rogoff & Co. addressed to the Securities and Exchange
Commission