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) November 15, 2006
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FILM AND MUSIC ENTERTAINMENT, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-51164 01-0802-246
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5670 Wilshire Boulevard, Suite 1690, Los Angeles, California 90036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code : (323) 904-5200
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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 (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))
INFORMATION TO BE INCLUDED IN THE REPORT
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) If an independent accountant who was previously engaged as
the principal accountant to audit the registrant's financial
statements, or an independent accountant upon whom the principal
accountant expressed reliance in its report regarding a significant
subsidiary, resigns (or indicates that it declines to stand for re-
appointment after completion of the current audit) or is dismissed,
disclose the information required by Item 304(a)(1) of Regulation S-K
or Item 304(a)(1) of Regulation S-B, as applicable, including
compliance with Item 304(a)(3) of Regulation S-K or Item 304(a)(3) of
Regulation S-B (17 CFR 229.304(a)(1) and (a)(3) or 228.304(a)(1) and
(a)(3), respectively).
304(a)(1):
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i. Whether the former accountant resigned, declined
to stand for re-election or was dismissed and the
date. Accountant was dismissed as of November
15, 2006. See Press Release Attached as Exhibit 1.
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ii. Whether the principal accountant's report on the
financial statements for either of the past two
years contained an adverse opinion or disclaimer of
opinion, or was modified as to uncertainty, audit
scope, or accounting principles, and also describe
the nature of each such adverse opinion, disclaimer
of opinion or modification. Report did not
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contain an adverse opinion or disclaimer and was
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not modified.
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iii. Whether the decision to change accountants was
recommended or approved by the board of directors
or an audit or similar committee of the board of
directors. The Board of Directors made the
determination. See Press Release.
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iv.
A. Whether there were any disagreements with the
former accountant, whether or not resolved,
on any matter of accounting principles or
practices, financial statement disclosure, or
auditing scope or procedure, which, if not
resolved to the former accountant's
satisfaction, would have caused it to make
reference to the subject matter of the
disagreement(s) in connection with its
report. There were no disagreements with the
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former accountant, whether or not resolved,
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on any matter of accounting principles or
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practices, financial statement disclosure, or
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auditing scope or procedure, which, if not
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resolved to the former accountant's
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satisfaction, would have caused it to make
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reference to the subject matter of the
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disagreement(s) in connection with its
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report.
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B. The following information only if applicable.
Indicate whether the former accountant
advised the small business issuer that:
1. internal controls necessary to develop
reliable financial statements did not
exist. No
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2. information has come to the attention of
the former accountant which made the
accountant unwilling to rely on
management's representations, or
unwilling to be associated with the
financial statements prepared by
management; No. As explained by the
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former accountant, the firm was
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unwilling to proceed with the audit
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during the pendency of litigation. See
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Press Release.
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3. the scope of the audit should be
expanded significantly, or information
has come to the accountant's attention
that the accountant has concluded will,
or if further investigated might,
materially impact the fairness or
reliability of a previously issued audit
report or the underlying financial
statements, or the financial statements
issued or to be issued covering the
fiscal period(s) subsequent to the date
of the most recent audited financial
statements (including information that
might preclude the issuance of an
unqualified audit report) , and the
issue was not resolved to the
accountant's satisfaction prior to its
resignation or dismissal. See previous
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response and Press Release.
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C. The subject matter of each such disagreement
or event identified in response to paragraph
(a)(1)(iv) of this Item. See above responses.
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D. Whether any committee of the board of
directors, or the board of directors,
discussed the subject matter of the
disagreement with the former accountant. Yes
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E. Whether the small business issuer has
authorized the former accountant to respond
fully to the inquiries of the successor
accountant concerning the subject matter of
each of such disagreements or events and, if
not, describe the nature of and reason for
any limitation. The small business issuer has
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authorized the former accountant to respond
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fully to the inquiries of the successor
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accountant concerning the subject matter of
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each of such disagreements or events.
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304(a)-3:
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The small business issuer shall
provide the former accountant with a copy of the
disclosures it is making in response to this Item no later
than the day that the disclosures are filed with the
Commission. The small business issuer shall request the
former accountant to furnish a letter addressed to the
Commission stating whether it agrees with the statements
made by the issuer and, if not, stating the respects in
which it does not agree. The small business issuer shall
file the letter as an exhibit to the report or registration
statement containing this disclosure. If the letter is
unavailable at the time of filing, the small business
issuer shall request the former accountant to provide the
letter so that it can be filed with the Commission within
ten business days after the filing of the report or
registration statement. Notwithstanding the ten business
day period, the letter shall be filed within two business
days of receipt. The former accountant may provide an
interim letter highlighting specific areas of concern and
indicating that a more detailed letter will be forthcoming
within the ten business day period noted above. The interim
letter, if any, shall be filed with the report or
registration statement or by amendment within two business
days of receipt. The registrant is in process of complying
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with this item.
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(b) If a new independent accountant has been engaged as
either the principal accountant to audit the registrant's
financial statements or as an independent accountant on
whom the principal accountant is expected to express
reliance in its report regarding a significant subsidiary,
the registrant must disclose the information required by
Item 304(a)(2) of Regulation S-K or Item 304(a)(2) of
Regulation S-B, as applicable (17 CFR 229.304(a)(2) or
228.304(a)(2), respectively).
304(a)-2:
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If during the period specified in paragraph (a)(1) of this
Item, a new accountant has been engaged as either the
principal accountant to audit the issuer's financial
statements or as the auditor of a significant subsidiary
and on whom the principal accountant is expected to express
reliance in its report, identify the new accountant and the
engagement date. The New accountant is HJ Associates &
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Consultants, LLP, engaged as of November 15, 2006. See
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Press Release.
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Additionally, if the issuer (or someone on its behalf)
consulted the new accountant regarding:
i. The application of accounting principles to a
specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on
the small business issuer's financial statements
and either written or oral advice was provided that
was an important factor considered by the small
business issuer in reaching a decision as to the
accounting, auditing or financial reporting issue.
Neither the issuer or someone on its behalf
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consulted the new accountant regarding the
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application of accounting principles to a specific
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completed or contemplated transaction, or the type
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of audit opinion that might be rendered on the
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small business issuer's financial statements and
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neither written nor oral advice was provided that
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was an important factor considered by the small
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business issuer in reaching a decision as to the
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accounting, auditing or financial reporting issue.
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ii. Any matter that was the subject of a disagreement
or event identified in response to paragraph
(a)(1)(iv) of this Item, then the small business
issuer shall:
A. Identify the issues that were the subjects of
those consultations. Pending litigation. See
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Press Release.
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B. Briefly describe the views of the new
accountant given to the small business issuer
and, if written views were received by the
small business issuer, file them as an
exhibit to the report or registration
statement. After having reviewed the pending
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litigation, the new accountant accepted the
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engagement.
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C. State whether the former accountant was
consulted by the small business issuer
regarding any such issues, and if so,
describe the former accountant's views. See
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responses to Item (a) above.
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D. Request the new accountant to review the
disclosure required by this Item before it is
filed with the Commission and provide the new
accountant the opportunity to furnish the
small business issuer with a letter addressed
to the Commission containing any new
information, clarification of the small
business issuer's expression of its views, or
the respects in which it does not agree with
the statements made in response to this Item.
Any such letter shall be filed as an exhibit
to the report or registration statement
containing the disclosure required by this
Item. The Registrant has complied with this
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requirement.
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Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(d) If the registrant elects a new director, except by a vote of
security holders at an annual meeting or special meeting convened for
such purpose, disclose the following information:
(1) the name of the newly elected director and the date of
election. Michael Daly. November 15, 2006.
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(2) a brief description of any arrangement or understanding
between the new director and any other persons, naming such persons,
pursuant to which such director was selected as a director. Michael
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Daly is the son of John Daly, Chairman of the Board and Chief
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Executive Officer.
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(3) the committees of the board of directors to which the new
director has been, or at the time of this disclosure is expected to
be, named. None
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(4) the information required by Item 404(a) of Regulation S-K or
Item 404(a) of Regulation S-B, as applicable (17 CFR 229.404(a) or
228.404(a), respectively).
a. Describe any transaction, since the beginning of the small
business issuer's last fiscal year, or any currently proposed
transaction, in which the small business issuer was or is to
be a participant and the amount involved exceeds the lesser of
$120,000 or one percent of the average of the small business
issuer's total assets at year-end for the last three completed
fiscal years, and in which any related person had or will have
a direct or indirect material interest. Disclose the following
information regarding the transaction:
1. The name of the related person and the basis on which
the person is a related person. Michael Daly, Director
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and son of John Daly, Chairman and CEO.
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2. The related person's interest in the transaction with
the small business issuer, including the related
person's position(s) or relationship(s) with, or
ownership in, a firm, corporation, or other entity that
is a party to, or has an interest in, the transaction.
Michael Daly became an officer, director and one third
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shareholder of Red Giants Productions, Inc. the company
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through which the Corporation contracts for the services
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of John Daly.
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3. The approximate dollar value of the amount involved in
the transaction. $104,000
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4. The approximate dollar value of the amount of the
related person's interest in the transaction, which
shall be computed without regard to the amount of profit
or loss.
5. In the case of indebtedness, disclosure of the amount
involved in the transaction shall include the largest
aggregate amount of principal outstanding during the
period for which disclosure is provided, the amount
thereof outstanding as of the latest practicable date,
the amount of principal paid during the periods for
which disclosure is provided, the amount of interest
paid during the period for which disclosure is provided,
and the rate or amount of interest payable on the
indebtedness.
6. Any other information regarding the transaction or the
related person in the context of the transaction that is
material to investors in light of the circumstances of
the particular transaction.
15 Instructions to Item 5.02.
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1. The disclosure requirements of this Item 5.02 do not apply to a
registrant that is a wholly-owned subsidiary of an issuer with a class
of securities registered under Section 12 of the Exchange Act (15
U.S.C. 78l), or that is required to file reports under Section 15(d)
of the Exchange Act (15 U.S.C. 78o(d)).
2. To the extent that any information called for in Item 5.02(c)(3)
or Item 5.02(d)(3) or Item 5.02(d)(4) is not determined or is
unavailable at the time of the required filing, the registrant shall
include a statement this effect in the filing and then must file an
amendment to its Form 8-K filing under this Item 5.02 containing such
information within four business days after the information is
determined or becomes available.
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.
FILM AND MUSIC ENTERTAINMENT, INC.
(Registrant) Date: November 21, 2006
/s/Lawrence S. Lotman
---------------------------------- (Signature)*
Lawrence S. Lotman, Secretary,
Director, VP Finance
* Print name and title of the signing officer under his signature.
EXHIBITS:
Exhibit 1. Press Release