UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 7, 2005
IMEDIA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-50159 84-1424696
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
1721 Twenty First Street, Santa Monica, California 90404
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 453-4499
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))
EXPLANATORY NOTE
The purpose of this Form 8-K/A is to clarify the disclosure on our
Current Report on Form 8-K, filed April 13, 2005 to reflect that (a) our former
independent accountant resigned effective April 1, 2005, and (b) there were no
disagreements between the Company and its former independent public accountant
through the date of such resignation.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective April 1, 2005, Singer Lewak Greenbaum & Goldstein LLP
("SLGG") resigned as iMedia International Inc.'s (the "Company's") principal
independent accountant. The Company received notice of SLGG's resignation on
April 7, 2005.
SLGG's reports on the Company's financial statements for the fiscal
years ended December 31, 2003 and December 31, 2004, did not contain an adverse
opinion or disclaimer of opinion and were not qualified or modified as to audit
scope or accounting principles. However, SLGG's reports on the consolidated
financial statements of iMedia International Inc. included explanatory language
regarding substantial doubt about the Company's ability to continue as a going
concern.
During the Company's fiscal years ended December 31, 2003, and December
31, 2004, and through April 1, 2005, there were no disagreements between the
Company and SLGG on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements if not
resolved to SLGG's satisfaction would have caused it to make reference to the
subject matter of the disagreement in connection with its reports.
The Company has provided SLGG with the disclosures contained herein,
and has requested that it furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the statements
made by the Company in this Current Report on Form 8-K and, if not, stating the
respects in which it does not agree.
A copy of the SLGG letter is attached as Exhibit 16.1 to this Current
Report on Form 8K and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
16.1 Letter from Singer Lewak Greenbaum & Goldstein LLP.
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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.
IMEDIA INTERNATIONAL, INC.
April 18, 2005 /S/ FRANK UNRUH
---------------------------------------------
Frank Unruh
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT
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16.1 Letter from Singer Lewak Greenbaum & Goldstein LLP.
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