UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2006
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MMC ENERGY, INC.
(f/k/a High Tide Ventures, Inc.)
(Exact name of registrant as specified in its charter)
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Nevada 333-121542 98-0493819
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
26 Broadway, Suite 907
New York, New York 10004
(Address of principal executive offices) (Zip Code)
(212) 977-0900
(Registrant's telephone number, including area code)
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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. Change in Registrant's Certifying Accountants.
On May 15, 2006, MMC Energy, Inc. (the "Registrant") announced that it
consummated a merger of its wholly-owned subsidiary, MMC Energy Acquisition
Corp., with and into MMC Energy North America, LLC (the "Merger"). The Merger
was announced on the Registrant's Current Report on Form 8-K, filed with the SEC
on May 15, 2006. Prior to the Merger, the independent registered public
accounting firm for the Registrant was Morgan & Company, Chartered Accountants
("Morgan & Company"), and the independent registered public accounting firm for
MMC Energy North America was Russell Bedford Stefanou Mirchandani LLP ("Russell
Bedford"). Because the above-described transactions were treated as a reverse
acquisition for accounting purposes, future historical financial reports filed
by the Registrant will be those of MMC Energy North America, the accounting
acquirer. Accordingly, the Registrant's board of directors determined to change
its independent registered public accounting firm from Morgan & Company to
Russell Bedford. Morgan & Company was dismissed as the independent registered
public accounting firm of the Registrant on the closing date of the Merger, and
Russell Bedford was engaged as the independent registered public accounting firm
of the Registrant on the same date. As a result of being the auditors of MMC
Energy North America, Russell Bedford consulted with MMC Energy North America
regarding the above-described transactions.
During the Registrant's two most recent fiscal years and any subsequent
interim period prior to the engagement of Russell Bedford, neither the
Registrant nor anyone on the Registrant's behalf consulted with Russell Bedford
regarding either (i) the application of accounting principles to a specified
transaction, either contemplated or proposed, or the type of audit opinion that
might be rendered on the Registrant's financial statements, or (ii) any matter
that was either the subject of a "disagreement" or a "reportable event."
The reports of Morgan & Company on the Registrant's financial statements
for the past two fiscal years did not contain an adverse opinion or a disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles, but did include an explanatory paragraph relating to the
Registrant's ability to continue as a "going concern."
In connection with the audit of the Registrant's financial statements for
the past two fiscal years, and through the date of the dismissal, there were no
disagreements with Morgan & Company on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of Morgan & Company, would have
caused Morgan & Company to make reference to the matter in its reports.
Prior to the filing of this Current Report on Form 8-K, we provided Morgan
& Company with a copy of the Current Report and requested that they furnish us a
letter, addressed to the Securities and Exchange Commission stating whether they
agree with the information disclosed in the Current Report. Such letter is
attached hereto as Exhibit 16.1.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
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16.1 Letter from Morgan & Company.
SIGNATURE
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.
MMC Energy, Inc.
By: /s/ Denis Gagnon
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Name: Denis Gagnon
Title: Chief Financial Officer
Date: May 19, 2006
EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter from Morgan & Company.