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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2006
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Gaming & Entertainment Group, Inc.
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(Exact name of registrant as specified in its charter)
Utah 000-28399 59-1643698
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
16821 Escalon Dr., Encino, CA 91436
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 400-5930
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Not Applicable
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(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):
|_| 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))
Potential persons who are to respond to the collection of
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SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.01 Changes in Registrant's Certifying Accountant
On May 1, 2006, Gaming & Entertainment Group, Inc. ("Company") dismissed J.H.
Cohn LLP as its certified public accountants and engaged Hansen, Barnett &
Maxwell LLP to serve as its certified public accountants. The dismissal of J.H.
Cohn LLP, and the retention of Hansen, Barnett & Maxwell, was approved by
unanimous vote of the board of directors.
During the fiscal years ended December 31, 2005 and December 31, 2004 and
through the filing date of this Current Report on Form 8-K/A, there were no
disagreements with J.H. Cohn LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to the satisfaction of J.H. Cohn LLP would have caused them to
make reference to the subject matter of such disagreement in connection with its
report for the fiscal years ended December 31, 2005 and December 31, 2004.
J. H. Cohn LLP's report on the Company's audited consolidated financial
statements for the fiscal year ended December 31, 2005 contained an emphasis
paragraph with respect to the Company's ability to continue as a going concern
and a restatement of the Company's consolidated financial statements for the
fiscal year ended December 31, 2004.
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SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit 16. Letter from J.H. Cohn LLP regarding change in certifying
accountant dated May 16, 2006.
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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.
GAMING & ENTERTAINMENT GROUP, INC.
(Registrant)
Date: May 17, 2006
By: /s/ Gregory L. Hrncir
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Gregory L. Hrncir
Its: President
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