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 20, 2006
ENDAVO MEDIA AND COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-16381 87-0642448
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification Number)
incorporation or
jurisdiction)
50 West Broadway, Suite 400, Salt Lake 84101
City, Utah
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(Address of principal executive office) (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):
|_| 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))
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.01. Change in Registrant's Certifying Accountant.
On February 24, 2006, 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 Ronald N. Silberstein, C.P.A., P.L.L.C. to serve as the Company's
independent certified public accountants, effective February 24, 2006. Ronald N.
Silberstein, C.P.A., P.L.L.C. and dismissed Hein & Associates, LLP. Hein &
Associates, LLP were acting as the Company's auditors since March 14, 2004.
There were no "disagreements" (as such term is defined in Item 304(a)(1)(iv) of
Regulation S-B) with Hein & Associates, LLP at any time during the period of
their engagement regarding any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures that if not
resolved to the satisfaction of Hein & Associates, LLP, would have caused it to
make reference to such disagreements in its reports. The report of Hein &
Associates LLP for the Company's financial statements for the year ended
December 31, 2004 did not contain an adverse opinion or a disclaimer of opinion,
and was not modified as to audit scope or accounting principles. However, the
reports did contain an explanatory fourth paragraph related to the uncertainty
about Endavo Media and Communications, Inc. ability to continue as a going
concern. Hein & Associates also advised the Company that a material weakness
exists in the Company internal controls relating to the limited number of
accounting personnel in the Company. The Company has authorized its former
accountants to respond fully to the inquiries of its successor accountant
concerning such matters. There are no other "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 Hein &
Associates, LLP during the relevant period.
During each of the two most recent fiscal years, neither the Company nor anyone
on its behalf consulted with Ronald N. Silberstein, C.P.A., P.L.L.C 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.
Hein & Associates, LLP has reviewed the disclosures contained in this amended
Form 8-K report. Hein & Associates, LLP has furnished the Company with a letter
addressed to the Securities and Exchange Commission, a copy of which is attached
as Exhibit 16.2, 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 Hein &
Associates, LLP 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
Exhibit No. Item
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16.1 Letter from Hein & Associates, LLP, certified public Incorporated by reference to
accountants, to the Securities and Exchange Form 8-K current report,
Commission dated February 28, 2006. filed on March 13, 2006.
16.2 Letter from Hein & Associates, LLP, certified public
accountants, to the Securities and Exchange Filed herewith
Commission dated March 20, 2006.
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.
ENDAVO MEDIA AND COMMUNICATIONS, INC.
Date: March 20 2006 /s/ Paul D. Hamm
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Paul D. Hamm, President and Chief Executive Officer
Exhibit 16.2
March 20, 2006
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of the amended Form 8-K, dated March 20, 2006, of Endavo
Media and Communications, Inc., and are in agreement with the statements as they
pertain to us in item 4.01. We have no basis to agree or disagree with other
statements of the registrant contained therein.
Hein & Associates LLP