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) is March 14, 2005
ENDAVO
MEDIA AND COMMUNICATIONS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware |
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001-16381 |
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87-0642448 |
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(State
or other jurisdiction of incorporation or jurisdiction) |
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(Commission
File Number) |
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(IRS
Employer Identification Number) |
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50
West Broadway, Suite 400, Salt Lake City, Utah |
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84101 |
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(Address
of principal executive
office) |
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(Zip
Code) |
Registrant’s
telephone number, including area code: (801) 297-8500
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item
4.01. Change in Registrant's Certifying Accountant.
On March
14, 2005, the board of directors, acting in the capacity of the Audit Committee,
of Endavo Media and Communications, Inc. (the “Company”) approved a change in
auditors to audit its financial statements. The Company appointed Hein &
Associates, LLP to serve as the Company’s independent certified public
accountants, effective March 14, 2005. Hein & Associates, LLP will replace
Tanner & Co., P.C. The reports of Tanner & Co., P.C. for each of the
fiscal years ending December 31, 2003 and December 31, 2002 did not contain an
adverse opinion or disclaimer of opinion and were not qualified or modified as
to audit scope or accounting principles. However, the report of Tanner &
Co., P.C. was qualified with respect to uncertainty as to the Company's ability
to continue as a going concern. There were no “disagreements” (as such term is
defined in Item 304(a)(1)(iv) of Regulation S-B) with Tanner & Co., P.C. at
any time during the period described above regarding any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedures that if not resolved to the satisfaction of Tanner & Co., P.C.,
would have caused it to make reference to such disagreements in its reports. In
addition, during the same periods, no “reportable events” (as such term is
defined in Item 304(a)(1)(v)(A) through (E) of Regulation S-B and its related
instructions) arose in the context of the Company’s relationship with Tanner
& Co., P.C.
During
each of the two most recent fiscal years, neither the Company nor anyone on its
behalf consulted with Hein & Associates, LLP with respect to any accounting
or auditing issues involving the Company. In particular, there was no discussion
with the Company regarding the type of audit opinion that might be rendered on
the Company's financial statements, the application of accounting principles
applied to a specified transaction or any matter that was the subject of a
disagreement or a “reportable event” as defined in Item 304(a)(1) of Regulation
S-B and its related instructions.
Tanner
& Co., P.C. has reviewed the disclosures contained in this Form 8-K report.
Tanner & Co., P.C. has furnished the Company with a letter addressed to the
Securities and Exchange Commission, a copy of which is attached as Exhibit 16.1,
in accordance with Item 304(a)(3) of Regulation S-B, indicating that it agrees
with the above disclosure or providing any new information, clarifying the
Company's disclosures herein, or stating any reason why Tanner & Co., P.C.
does not agree with any statements made by the Company in this
report.
Item
9.01. Financial Statements and Exhibits.
9.01(c)
Index to Exhibits
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Exhibit
No. |
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Item |
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16.1 |
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Letter
from Tanner & Co., P.C., certified public accountants, to the
Securities and Exchange Commission dated April 5,
2005. |
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.
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ENDAVO MEDIA AND COMMUNICATIONS,
INC. |
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| Date: April 5, 2005 |
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/s/ Paul D. Hamm |
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Paul D. Hamm, President and Chief Executive
Officer |
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