UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 8, 2005
Mediavest, Inc. (formerly eB2B Commerce, Inc.)
(Exact Name of Registrant as Specified in Its Charter)
New Jersey
(State or Other Jurisdiction of Incorporation)
0-10039 22-2267658
(Commission File Number) (IRS Employer Identification No.)
153 East 53rd Street, 48th Floor, New York, NY 10022
(Address of Principal Executive Offices) (Zip Code)
(212) 521-5181
Registrant's Telephone Number, Including Area Code)
(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))
Item 4.01 Changes in Registrant's Certifying Accountant.
As previously disclosed, on October 27, 2004, we filed a petition for
reorganization under Chapter 11 of the United States Bankruptcy Code. On
December 17, 2004, we filed an Amended Plan of Reorganization, which was
confirmed by the United States Bankruptcy Court for the Southern District of New
York on January 26, 2005. Prior to filing for bankruptcy, Miller, Ellin &
Company, LLP ("Miller") served as our independent registered public accounting
firm. Miller has not audited any financial statements of the Company for any
date or period subsequent to the year ended December 31, 2003.
On February 8, 2005, Miller resigned as our independent registered public
accounting firm based exclusively on the affiliation Miller has with Robert
Ellin (who became Chairman, Chief Executive Officer and President pursuant to
the Amended Plan of Reorganization) by virtue of the fact that Mr. Ellin's
father is a senior partner at Miller. Accordingly, Miller could no longer be
considered independent. Miller's report with respect to the financial statements
for the fiscal year ended December 31, 2003 did not contain an adverse opinion
or a disclaimer of opinion and was not qualified or modified with respect to
uncertainty, audit scope, or accounting principles, except that the report
contained an explanatory paragraph concerning matters that raised substantial
doubt about our ability to continue as a going concern.
During the fiscal years ended December 31, 2003 and 2004 and the subsequent
interim period through the date of Miller's resignation, there were no
disagreements with Miller on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to Miller's satisfaction, would have caused it to make reference to the
subject matter of the disagreement(s) in connection with its reports on our
consolidated financial statements. We have provided Miller with a copy of this
disclosure and requested that Miller furnish us with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements, and if not, stating the respects in which it does not agree. A copy
of Miller's letter, dated June 24, 2005 is filed as Exhibit 16 of this Current
Report on Form 8-K.
On April 1, 2005 we engaged Most & Company, LLP ("Most") as our independent
registered public accounting firm. The decision to retain Most as our
independent registered public accounting firm was made by our Board of
Directors. We engaged Most to audit our financial statements for the fiscal year
ended December 31, 2004. During the years ended December 31, 2004 and December
31, 2003 and through April 1, 2005, neither we nor anyone on our behalf has
consulted with Most regarding the application of accounting principles to a
specific transaction, either completed or proposed, or the type of audit opinion
that might be rendered on our financial statements.
Item 9.01 Financial Statements and Exhibits
The following exhibits are furnished with this report:
Exhibit No. Description
16 Letter from Miller, Ellin & Company, LLP, dated
June 24, 2005.
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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.
MEDIAVEST, INC.
By: /s/ Robert Ellin
----------------
Robert Ellin
Chairman, Chief Executive Officer and President
July 7, 2005
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