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): February 15,
2005
North Coast Partners, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-29397 33-0619528
(State or other jurisdiction Commission (IRS Employer
of incorporation) File Number) Identification No.)
909 Logan Street, Suite 7J
Denver, Colorado 80203
(Address of principal executive offices)
516-569-9629
(Registrant's telephone number, including area code)
_________
(Former name or former address, if changed since last report)
Section 4. Matters Related to Accountants and Financial
Statements
Item 4.01. Changes in Registrant's Certifying Accountant.
On February 15, 2005, North Coast Partners, Inc. (the
"Registrant") engaged Malone & Bailey, P.C. (the "New
Accountant"), having an address at 2925 Briarpark, Suite 930,
Houston, Texas 77042, as its new principal independent
accountants, following the dismissal of the Registrant's prior
principal independent accountants, Pritchett Siler & Hardy (the
"Former Accountant"), which occurred on February 15, 2005. The
decision to change accountants was recommended and approved by
the Registrant's Board of Directors.
The reports of the Former Accountant on the financial statements
for either of the past two fiscal years contained no adverse
opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope, or accounting
principles. In addition, during Registrant's two most recent
fiscal years and through February 15, 2005, there were no
disagreements with the Former Accountant 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 the Former Accountant,
would have caused it to make reference to the subject matter of
the disagreements in connection with its reports. No "reportable
events" (as defined in 17 C.F.R. 229.304(a)(1)(v)) occurred
within the Registrant's two most recent fiscal years nor through
February 15, 2005.
As of February 15, 2005, the New Accountant was engaged by the
Registrant as its principal independent accountants. The
appointment of the New Accountant was recommended and approved by
the Registrant's Board of Directors. During the Registrant's two
most recent fiscal years and through February 15, 2005, the
Registrant did not consult the New Accountant regarding either
(i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit
opinion that might be rendered on Registrant's financial
statements, and neither a written report nor oral advice was
provided to the Registrant by the New Accountant that they
concluded was an important factor considered by the Registrant in
reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject
of a "disagreement" (as defined in 17 C.F.R. 304(a)(1)(iv) and
the related instructions) or a "reportable event" (as defined in
17 C.F.R. 304(a)(1)(v)).
The Registrant has provided the Former Accountant with a copy of
this disclosure and has requested that the Former Accountant
furnish it with a letter addressed to the U.S. Securities and
Exchange Commission ("SEC") stating whether it agrees with the
above statements, and if not, stating the respects in which it
does not agree. A copy of the letter from the Former Accountant
addressed to the SEC dated February 17, 2005 is filed as Exhibit
16.1 to this Current Report on Form 8-K.
Section 5. Corporate Governance and Management
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
(b) As previously disclosed in the Current Report on Form 8-K
dated December 13, 2004, the Registrant consummated the share
exchange transaction with Trans Media Inc. and issued 5,360,000
shares of common stock to the shareholders of Trans Media Inc. As
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a result of said transaction, the Board of Directors of the
Registrant determined that the fiscal year of the Registrant
should be changed from June 30th to the fiscal year of Trans
Media, which is August 31st. The Registrant shall file shortly
an amendment to the Current Report on Form 8-K. This Report will
include the Registrant's audited financial statements for the
years ended August 31, 2004 and August 31, 2003 as well as the
requisite financials for the quarter ended November 30, 2004 and
the pro forma financials as a result of the transaction with
Trans Media.
Section 9-Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial Information. Not applicable
(b) Pro forma financial information. Not applicable
(c) Exhibits
Exhibit 16.1 Letter from Pritchett Siler & Hardy, to the
Securities and Exchange Commission, dated
February 17, 2005, on the change in the
certifying accountant
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.
NORTH COAST PARTNERS, INC.
(Registrant)
By: /s/ Mel Venkateswaran
Mel Venkateswaran, President
Date: February 17, 2005
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