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): March 29, 2006
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110 MEDIA GROUP, INC.
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(Exact name of registrant as specified in its Charter)
Delaware 0-29462 13-4127624
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
31 West Main Street, Suite 312, Patchogue, NY 11772
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(Address of principal executive offices) (Zip Code)
(631) 207-2227
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(Registrant's telephone number, including area code)
N/A
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(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:
|_| 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 240.24d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.23e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant
On March 29, 2006, based upon the recommendation of and approval by our
board of directors, 110 Media Group, Inc. (the "Company") dismissed Wolinetz &
Lafazan & Co. ("W&L") as its independent auditor and engaged Bouwhuis, Morrill &
Company to serve as its independent auditor for the fiscal year ending December
31, 2005.
W&L was hired by the Company on April 18, 2005 to be its auditors for the
fiscal year ending December 31, 2005, but as a result of the acquisition on
December 22, 2005 of Global Portals Online, Inc. and the resulting change of
control, the new board decided to utilize the services of Bouwhuis Morrill &
Company to serve as the Company's auditors for the fiscal year ending December
31 2005. Accordingly, W&L never reported on the financial statements of the
Company.
From April 18, 2005 through March 29, 2006, there were no disagreements
with W&L on any matter of accounting principal or practices, financial statement
disclosure or auditing scope or procedure which, if not resolved to W&L's
satisfaction would have caused them to make references to the subject matter in
connection with their report.
In addition, the Company believes there were no reportable events as
defined in Item 304(a)(1)(iv)(B) of Regulation S-B except for material
weaknesses in our system of internal controls as disclosed in item 8A in our
2004 10-KSB filed on April 15, 2005.
The Company has provided W&L with a copy of the foregoing statements and
requested that W&L provide it with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the foregoing statements. A
copy of W&L's letter, dated March 31, 2006, is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits
(d) Exhibits
16.1 Letter from Wolinetz & Lafazan & Co. to the Securities and
Exchange Commission dated March 31, 2006.
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.
110 MEDIA GROUP, INC.
(Registrant)
Date: March 29, 2006 By: /s/ Darren Cioffi
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Darren Cioffi,
Chief Financial Officer