form8k.htm
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)
July
6, 2007
INTEGRATED
MEDIA HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
(State
or
other jurisdiction of incorporation or organization)
|
33-119586
|
76-0600966
|
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
Paul
D. Hamm
President
Integrated
Media Holdings, Inc.
10
Glenlake Parkway, Suite 130
Atlanta,
GA 30328
(Address
of principal executive offices)
(678)
222-3445
(Registrant’s
telephone number, including area code)
SECTION
4 – Matters Related to Accountants and Financial
Statements
Item
4.01 Changes in
Registrant’s Certifying Accountant.
Merger
Involving Independent Accountants
On
July
1, 2007, we were informed by Ronald N. Silberstein, CPA, PLLC ("RNS"), the
independent registered public accounting firm for Integrated Media Holdings,
Inc. (the "Company"), as follows:
1.
RNS
has consummated a merger (the “Merger”) with Maddox Unger, PLLC ("MU"). The name
of the post-merger firm is Maddox Ungar Silberstein, PLLC ("Maddox Ungar
Silberstein"), which is registered with the Public Company Accounting Oversight
Board (United States); and
2.
We
are required to file this Form 8-K as notification that Maddox Ungar Silberstein
succeeds RNS as our independent registered auditor.
Changes
in Registrant’s Certifying Accountants
As
a
result of the Merger, on July 1, 2007, RNS resigned as the Company’s independent
registered auditor. The Company has engaged Maddox Ungar Silberstein as
its independent registered auditor effective July 1, 2007. The decision to
change auditors was approved by the Company’s board of directors. The
Company did not consult with Maddox Ungar Silberstein on any matters prior
to
retaining such firm as its independent registered auditor.
RNS’s
audit report on the financial statements of the Company for the fiscal year
ended December 31, 2006 contained no adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or accounting
principles, except that the audit reports on the financial statements of the
Company for the fiscal year ended December 31, 2006 contained an uncertainty
about the Company’s ability to continue as a going concern.
During
the year ended December 31, 2006, and through the interim period ended July
1,
2007, there were no disagreements with RNS on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or
procedures, which disagreements if not resolved to the satisfaction of RNS
would
have caused them to make reference thereto in their reports on the financial
statements for such periods.
During
the year ended December 31, 2006, and through the interim period ended July
1,
2007, RNS did not advise the Company with respect to any of the matters
described in paragraphs (a)(1)(iv)(A) and (B) of Item 304 of Regulation
S-B.
On
July
5, 2007, the Company provided RNS with its disclosures in this Form 8-K
disclosing the resignation of RNS and requested in writing that RNS furnish
the
Company with a letter addressed to the Securities and Exchange Commission
stating whether or not they agree with such disclosures. RNS’s response is filed
as an exhibit to this Current Report on Form 8-K.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
16.1
Letter from Former 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.
Integrated
Media Holdings, Inc.
By:
/s/ PAUL D HAMM
Paul
D
Hamm
Chief
Executive Officer
Date: July
6, 2007
RONALD
N. SILBERSTEIN, C.P.A., P.L.L.C.
30201
ORCHARDLAKEROAD,
SUITE
150
FARMINGTON HILLS,
MICHIGAN 48334
TEL: (248)
330-6226 ● FAX: (248) 479-0578
Internet:
www.ronscpa.com
____________________________________________
July
5,
2007
Securities
and Exchange Commission
450
Fifth
St., N.W.
Washington,
DC 20549
RE:
Integrated Media Holdings, Inc.
Ladies
and Gentlemen:
We
have
read the statements made by Integrated Media Holdings, Inc. in Item 4.01 of
the
accompanying Form 8-K filed with the Securities and Exchange
Commission. We agree with the statements contained herein concerning
our firm.
Very
Truly Yours,
/s/
Ronald N. Silberstein, C.P.A., P.L.L.C.
Ronald
N.
Silberstein, C.P.A., P.L.L.C.
Farmington
Hills, Michigan