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: March 19, 2008
INTEGRATED
MEDIA HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation or organization)
76-0600966
(IRS
Employer Identification Number)
524 East
Weddell Drive
Sunnyvale,
CA 94089
(Address
of principal executive offices)
William
L. Sklar
Integrated
Media Holdings, Inc.
12000 Westheimer Road, Suite 340
Houston, TX
77077
(Name and
address of agent for service)
202-551-3352
(Telephone
number, including area code of agent for service)
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 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
1.
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i.
Integrated Media Holdings, Inc., a Delaware corporation ("Registrant")
primary accountant, Maddox, Ungar, Silberstein, PLLC, was dismissed by the
Registrant on March 19, 2008.
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ii. No
reports on the financial statements prepared by Maddox, Ungar, Silberstein, PLLC
over the past two years contained any adverse opinion or disclaimer of opinion,
or was qualified or modified as to uncertainty, audit scope, or accounting
principles, except for concerns about the Company's ability to continue as a
going concern.
iii. The
decision to change accountants was, recommended and approved by the Board of
Directors, on March 19, 2008.
iv.
During the registrant's two most recent fiscal years, and the subsequent interim
period through March 19, 2008 (the date of dismissal), there were no
disagreements with Maddox, Ungar, Silberstein, PLLC on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope of
procedure, which disagreements, if not resolved to the satisfaction of Maddox,
Ungar, Silberstein, PLLC would have caused it to make reference to the subject
matter of the disagreements in connection with its report.
2.
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i.
The registrant retained the services of the accounting firm of Malone
& Bailey, PC on March 19, 2008 as their principal
accountant.
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ii.
During the Registrant's fiscal years ended December 31, 2005 and 2006 and any
later interim period, including the interim up to and including the date the
relationship with Maddox, Ungar, Silberstein, PLLC ceased the registrant did not
contact the new accountant prior to its engaging the new accountant regarding
the application of accounting principles to a specified transaction, or the type
of audit opinion that might be rendered on the registrant's financial
statements.
iii.
During the Registrant's fiscal years ended December 31, 2005 and 2006, and any
later interim period, including the interim up to and including the date the
relationship with Maddox, Ungar, Silberstein, PLLC ceased the registrant did not
contact the new accountant prior to its engaging the new accountant regarding
any matter that was either the subject of a disagreement or a reportable
event.
iv.
During the two most recent fiscal years and the subsequent interim period
through March 19, 2008 the registrant did not contact the new accountant prior
to its engaging the new accountant regarding any matter that was a reportable
event (as provided in Item 304(a)(iv)(B) of Regulation S-B) during the
Registrant's fiscal years ended December 31, 2005 and 2006, and any later
interim period, including the interim up to and including the date the
relationship with Maddox, Ungar, Silberstein, PLLC ceased.
3.
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The
Registrant has provided a copy of this report, on or prior to the date of
filing this report with the Commission, to Maddox, Ungar, Silberstein,
PLLC and requested that they furnish the Registrant with a letter
addressed to the Commission stating his approval of or disagreement with
the disclosures made herein. Such letter is attached as an
exhibit.
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SECTION 9
- FINANCIAL STATEMENTS AND EXHIBITS
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
Financial
Statements
None
Exhibits
16 -
Letter re change in certifying accountant.
SIGNATURE
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:
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/s/Rene A. Schena
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Rene
A. Schena, Chairman & CEO
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Date: March
19, 2008
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