Attached files
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): September 29,
2009
Mass
Hysteria Entertainment Company, Inc.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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Nevada
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333-146517
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20-3107499
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(STATE
OR OTHER JURISDICTION OF
INCORPORATION
OR ORGANIZATION)
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(COMMISSION
FILE NO.)
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(IRS
EMPLOYEE
IDENTIFICATION
NO.)
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5555
Melrose Avenue, Swanson Building
Suite
400
Hollywood,
CA 90038
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(323)
956-8388
(ISSUER
TELEPHONE NUMBER)
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
4.01 Changes in Registrant’s Certifying Accountant.
(a)
Dismissal of Previous Independent Registered Public Accounting
Firm.
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i
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On
September 29, 2009, we dismissed Malone & Bailey, P.C. as our
independent registered public accounting firm. The Board of Directors of
the Company approved such termination on September 29, 2009 due to the
change of control and business plan as described in more detail in the
Form 8-k filed with the Securities and Exchange Commission on August 10,
2009.
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ii
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The
Company’s Board of Directors participated in and approved the decision to
change our independent registered public accounting
firm.
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iii
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Other
than the disclosure of uncertainty regarding the ability for us to
continue as a going concern which was included in our accountant’s report
on the financial statements for the past two years, Malone & Bailey’s
reports on the financial statements of the Company for the years ended
November 30, 2008 and 2007 did not contain an adverse opinion or a
disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles. For the two
most recent fiscal years and any subsequent interim period through Mailone
& Bailey’s termination on September 29, 2009, Malone & Bailey
disclosed the uncertainty regarding the ability of Michael Lambert, Inc.
to continue as a going concern in its accountant’s report on the financial
statements.
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iv
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In
connection with the audit and review of the financial statements of the
Company through September 29, 2009, there were no disagreements on any
matter of accounting principles or practices, financial statement
disclosures, or auditing scope or procedures, which disagreements if not
resolved to their satisfaction would have caused them to make reference in
connection with Malone & Bailey’s opinion to the subject matter of the
disagreement.
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v
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In
connection with the audited financial statements of the Company for the
years ended November 30, 2008 and 2007 and interim unaudited financial
statements through September 29, 2009, there have been no reportable
events with the Company as set forth in Item 304(a)(1)(v) of Regulation
S-K.
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vi
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The
Company provided Malone & Bailey, P.C. with a copy of this Current
Report on Form 8-K and requested that Malone & Bailey, P.C. furnish it
with a letter addressed to the SEC stating whether or not they agree
with the above statements. The Company has received the requested
letter from Malone & Bailey, P.C., and a copy of such letter is filed
as Exhibit 16.1 to this Current Report Form
8-K.
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(b)
Engagement of New Independent Registered Public Accounting
Firm.
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i
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On
September 29, 2009, the Board appointed dbbmckennon, certified
public accountants (“dbbm”) as the Company’s new independent registered
public accounting firm. The decision to engage dbbm was approved by the
Company’s Board of Directors on September 29,
2009.
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ii
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Prior
to September 29, 2009, the Company did not consult with dbbm regarding (1)
the application of accounting principles to a specified transactions, (2)
the type of audit opinion that might be rendered on the Company’s
financial statements, (3) written or oral advice was provided that would
be an important factor considered by the Company in reaching a decision as
to an accounting, auditing or financial reporting issues, or (4) any
matter that was the subject of a disagreement between the Company and its
predecessor auditor as described in Item 304(a)(1)(iv) or a reportable
event as described in Item 304(a)(1)(v) of Regulation S-K.
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Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial
statements of businesses
acquired
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Not
applicable.
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(b)
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Pro Forma
financial information
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Not
applicable.
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(c)
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Shell
company transactions
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Not
applicable.
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(d)
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Exhibits
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16.1
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Letter
from Malone & Bailey, P.C. to the U.S. Securities and Exchange
Commission dated September 29, 2009
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Mass
Hysteria Entertainment, Inc.
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By:
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/s/
Daniel Grodnik
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Daniel
Grodnik
Mass
Hysteria Entertainment, Inc.
President
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Dated:
October 13, 2009