UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
AMENDMENT
TO CURRENT REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported)
October
13, 2009
SYZYGY
ENTERTAINMENT, LTD.
(Exact
Name of Registrant as Specified in Its Charter)
NEVADA
(State or
Other Jurisdiction of Incorporation)
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333-136827
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20-4114478
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4201
Congress Street, Ste 145, Charlotte,
NC 28208
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(Address
of Principal Executive Offices) (Zip
Code)
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(704)
366-5122
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(Registrant's
Telephone Number, Including Area Code)
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(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 Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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EXPLANATORY NOTE:
The
Registrant is amending this Form 8-k to provide the following additional
disclosure in Item 4.01 at the direction of the United States Securities and
Exchange Commission: “The Public Company Accounting Oversight Board
(“PCAOB”) revoked the registration of Moore & Associates Chartered
(“M&A) on August 27, 2009 because of violations of PCAOB rules and auditing
standards in auditing the financial statements, PCAOB rules and quality controls
standards, and Section 10(b) of the Securities Exchange Act of 1934 and rule
10b-5 thereunder, and noncooperation with a Board investigation.”
ITEM
4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On
August 3, 2009, Board of Directors of the Registrant dismissed Moore &
Associates Chartered (“M&A”), its independent registered public account
firm. The Public Company Accounting Oversight Board (“PCAOB”) revoked
the registration of M&A on August 27, 2009 because of violations of PCAOB
rules and auditing standards in auditing the financial statements, PCAOB rules
and quality controls standards, and Section 10(b) of the Securities Exchange Act
of 1934 and rule 10b-5 thereunder, and noncooperation with a Board
investigation.
On the
same date, August 3, 2009, the accounting firm of Seale and Beers, CPAs was
engaged as the Registrant’s new independent registered public account firm. The
Board of Directors of the Registrant and the Registrant's Audit Committee
approved of the dismissal of M&A and the engagement of Seale and Beers, CPAs
as its independent auditor.
None of
the reports of M&A on the Company's financial statements for either of the
past two years or subsequent interim period contained an adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles, except that the Registrant's audited financial
statements contained in its Form 10-K for the fiscal year ended December 31,
2008, a going concern qualification in the registrant's audited financial
statements.
During
the registrant's two most recent fiscal years and the subsequent interim periods
thereto, there were no disagreements with M&A whether or not resolved, on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to M&A’s
satisfaction, would have caused it to make reference to the subject matter of
the disagreement in connection with its report on the registrant's financial
statements.
The
registrant has requested that M&A furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements. M&A has advised registrant that M&A will not provide the
requested letter. To the extent M&A provides the requested letter
after the date of this filing, Registrant will amend this Form 8-K/A to include
the letter as an exhibit.
(b) On
August 3 2009, the registrant engaged Seale and Beers, CPAs as its independent
accountant. During the two most recent fiscal years and the interim periods
preceding the engagement, the registrant has not consulted Seale and Beers, CPAs
with respect to (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of the audit opinion that
might be rendered on our consolidated financial statements, and no written
report or oral advice was provided to us that Seale and Beers, CPAs concluded
was an important factor considered by the Company in reaching a decision as to
any accounting, auditing or financial reporting issue, or (ii) the subject of
any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions, or a reportable event within the meaning set forth in Item
304(a)(1)(v) of Regulation S-K.
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.
Date: October
13, 2009
By:
/s/ S. Gregory
Smith
Name: S.
Gregory Smith
Title:
President