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 13, 2006
M POWER ENTERTAINMENT INC.
(Exact name of registrant as specified in its charter)
Delaware 000-22057 76-0513297
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
432 Park Avenue South, 2nd Floor, New York, NY 10016
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 731-2310
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 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4 ))
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ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
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Effective January 13, 2006, the client-auditor relationship between us and
Hansen Barnett & Maxwell, LLC ("HBM") ceased as the former principal independent
accountant was dismissed. On that same day, we engaged Malone & Bailey, PC,
Certified Public Accountants ("Malone") as our principal independent accountant
for the fiscal year ending December 31, 2005. The decision to change accountants
from HBM to Malone was approved by our Board of Directors on January 13, 2006.
HBM had succeeded HJ & Associates, LLC, Certified Public Accountants ("HJ&A"),
who had served as our principal independent accountant until May 23, 2005, when
HJ&A had resigned and HBM was engaged (as described in greater detail in our
Report on Form 8-K filed with the Commission on May 26, 2005).
HBM's review of our financial statements for the interim period up to and
including the date the relationship with HBM ceased. HB&M performed no audit or
audit related services for the Company.
HJ&A's audit report included in our consolidated financial statements for
the years ended December 31, 2004 and 2003 includes a modification expressing
substantial doubt as to our Company's ability to continue as a going concern,
due to our deficit in working capital and recurring losses. The audit report
contains no other adverse opinion, disclaimer of opinion or modification as to
uncertainty, audit scope or accounting principle. There were no disagreements
with HJ&A on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures which, if not resolved to
the satisfaction of HJ&A, would have caused it to make reference to the subject
matter of the disagreement in connection with its report on our financial
statements for the fiscal years ended December 31, 2004 and 2003, and any later
interim period, including the interim period up to and including the date the
relationship with HJ&A ceased, did not contain any adverse opinion or disclaimer
of opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles.
In connection with the audit of our fiscal years ended December 31, 2004
and 2003, and any later interim period, there have been no disagreements with
HJ&A on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of HJ&A would have caused HJ&A to make reference to
the subject matter of the disagreement(s) in connection with their report on our
financial statements. There have been no reportable events as defined in Item
304(a)(1)(iv)(B) of Regulation S-B during our two most recent fiscal years ended
December 31, 2004, and any later interim period, including the period up to and
including the date the relationship with HJ&A ceased, and including the period
up to and including the date our relationship with HBM ceased.
During the period from May 23, 2005, the date the Registrant engaged HB&M,
through January 17, 2006, there were no disagreements with HB&M on any matters
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of HB&M, would have caused it to make reference to the subject
matter of the disagreements in connection with its reports. None of the
reportable events set forth in Item 304(a)(1)(iv)(B) of Regulation S-B occurred
within the Registrant's period nor through January 17, 2006; however:
HB&M and our management have discussed the restatement of our March
and June 10-QSB's to reflect that the acquisitions of RS Entertainment,
Corazong and M Power Futures were not yet fully consummated, due to the
existence of certain unfulfilled contingencies and Company obligations. Our
September 30, 2005 10-QSB does reflect these events, however, to date we
have yet to file the amended 10-QSB's for March and June.
The Company has authorized HBM to respond fully to any inquiries of any new
auditors hired by the Company relating to their engagement as the Company's
principal independent accountant. The Company has requested that HBM review the
disclosure and HBM has been given an opportunity to furnish the Company with a
letter addressed to the Commission containing any new information, clarification
of the Company's expression of its views, or the respect in which it does not
agree with the statements made by the Company herein. Such letter is filed as an
exhibit to this report.
The Company did not previously consult with Malone regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed; or (ii) the type of audit opinion that might be rendered
on the Company's financial statements; or (iii) any matter that was either the
subject matter of a disagreement (as defined in Item 304(a)(1)(iv)(A) of
Regulation S-B) between the Company and HJ&A or HBM, the Company's previous
principal independent accountants. Other than the item mentioned above, we have
not received any written or oral advice concluding there was an important factor
to be considered by us in reaching a decision as to an accounting, auditing, or
financial reporting issue.
HBM had reviewed the disclosure in our Form 8-K filed with the SEC on May
26, 2005 before it was filed with the SEC and was provided an opportunity to
furnish us with a letter addressed to the SEC containing any new information,
clarification of our expression of our views, or the respects in which it did
not agree with the statements made by us in response to Item 304 of Regulation
S-B. HBM did not furnish such a letter to the SEC. Similarly, Malone has
reviewed the disclosure in this Form 8-K filed with the SEC on January 17, 2006,
regarding the change in accountants from HBM to Malone, and was provided an
opportunity to furnish us with a letter addressed to the SEC containing any new
information, clarification of our expression of our views, or the respects in
which it does not agree with the statements made by us in response to Item 304
of Regulation S-B. Malone did not furnish such a letter to the SEC.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Description
16.1(1) Letter from HJ & Associates, LLC, Certified Public Accountants
16.2* Letter from Hansen Barnett & Maxwell, LLC
(1) Filed as Exhibit 16.1 to the Company's Form 8-K, filed with the Commission
on May 26, 2005 and incorporated herein by reference.
* Attached hereto.
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.
M POWER ENTERTAINMENT INC.
Date: January 17, 2006 By /s/ Gary F. Kimmons
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Gary F. Kimmons
President and Chief Executive Officer