UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported) April 30,
2009
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Camelot
Entertainment Group, Inc.
(Exact
name of registrant as specified in its
chapter)
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Delaware
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000-30785
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52-2195605
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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8001
Irvine Center Drive, Suite 400
Irvine, California, 92618
(Address of principal executive offices) |
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(949) 754-3030
Registrant's
telephone number, including area code
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N/A
(Former
name or former address, if changed since last
report)
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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 Instructions 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))
1
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ITEM
4.01
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CHANGES
IN REGISTRANT'S CERTIFYING
ACCOUNTANT
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(a) Resignation
of independent registered public accounting firm
In
connection with the reorganization of McKennon, Wilson & Morgan LLP (the
“Former Auditors”) in which certain of its audit partners resigned from the
Former Auditors and have joined DBBMcKennon. The Former Auditors resigned as the
independent auditors of Camelot Entertainment Group, Inc. (the
“Company”), effective April 30, 2009. The Former Auditors had been
the Company’s auditor since January 28, 2008.
The
Company’s Board of Directors (the “Board”) approved the
resignation of McKennon, Wilson & Morgan LLP on April 30, 2009.
The
Former Auditors’ audit report on the Company’s financial statements for each of
the past two fiscal years did not contain an adverse opinion or disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit scope or
accounting principles, except that the Former Auditors’ report on the Company’s
financial statements for each of the past two fiscal years included an
explanatory paragraph describing the uncertainty as to the Company’s ability to
continue as a going concern.
During
the fiscal years ended December 31, 2008 and 2007 and the subsequent interim
periods until the change, (a) there were no disagreements between the Company
and the Former Auditors on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of the Former Auditors, would
have caused the Former Auditors to make reference to the subject matter of the
disagreement in connection with its report; and (b) no reportable events as set
forth in Item 304(a)(1)( v) of Regulation S-K have occurred.
The
Company provided the Former Auditors with a copy of the disclosures in this
Current Report on Form 8-K prior to its filing with the Securities and Exchange
Commission (the “SEC”) and requested that the Former Auditors furnish it with a
letter addressed to the SEC stating whether the Former Auditors agree with the
above statements and if not, stating the respects in which it does not agree.
A copy of such letter, dated May 4, 2009, is filed as Exhibit 16.1
hereto.
(b) Engagement
of new independent registered public accounting firm.
Effective
April 30, 2009, the Board appointed DBBMcKennon (the “New
Auditors”) as the Company’s new independent auditors.
During
the Company’s two most recent fiscal years and subsequent interim period on or
prior to April 30, 2009, the Company has not consulted with the New Auditors
regarding either 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 Company’s financial statements or (ii) any matter that was
either the subject of a disagreement or event identified in response to
(a)(1)(iv) of Item 304 of Regulation S-K.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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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 thereunto
duly authorized.
Camelot
Entertainment Group, Inc.
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Dated:
May 4, 2009
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By:
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/s/ Robert P. Atwell | |
| Robert P. Atwell | |||
| Chief Executive Officer | |||
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