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): June 2, 2009
MANDALAY
MEDIA, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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00-10039
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22-2267658
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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2121
Avenue of the Stars, Suite 2550
Los
Angeles, CA 90067
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (310) 601-2500
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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.
On June 2, 2009, Mandalay Media, Inc.
(the “Company”) dismissed Crowe Horwath, LLP (“Crowe”) as the Company’s
independent registered public accounting firm. The decision to change
accountants was approved by the Company’s Board of Directors.
No reports issued by Crowe during the
time that it served as the Company’s principal accountant, from February 15,
2009 to June 2, 2009, contained an adverse opinion or disclaimer of opinion, nor
were any reports issued by Crowe qualified or modified as to uncertainty, audit
scope, or accounting principles. During the time that Crowe served as the
Company’s principal accountant, there were no disagreements with Crowe on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Crowe, would have caused Crowe to make reference to the subject
matter of the disagreements in connection with its reports on the Company’s
financial statements during such periods. None of the events described in Item
304(a)(1)(iv) or (v) of Regulation S-K occurred during the period that Crowe
served as the Company’s principal accountant.
The Company provided Crowe with a copy
of this Current Report on Form 8-K prior to its filing with the Securities and
Exchange Commission (the “Commission”), and requested that Crowe furnish the
Company with a letter addressed to the Commission stating whether it agrees with
the statements made in this Current Report on Form 8-K, and if not, stating the
aspects with which it does not agree. A copy of such letter, dated June 4, 2009,
is attached hereto as Exhibit 16.1. By filing the letter as an
exhibit, the Company is not necessarily indicating its agreement with the
statements contained therein.
On June 2, 2009, the Company engaged
Singer Lewak, LLP (“Singer”) as the Company’s new independent registered public
accounting firm to provide audit services for the Company.
During the period that Crowe served as
the Company’s principal accountant, the Company did not consult with Singer
regarding the application of accounting principles to a specific transaction, or
type of audit opinion that might be rendered on the Company’s financial
statements and no written or oral advice was provided by Singer that was a
factor considered by the Company in reaching a decision as to accounting,
auditing or financial reporting issues, and the Company did not consult with
Singer on or regarding any of the matters set forth in Item 304(a)(2)(i) or (ii)
of Regulation S-K.
ITEM
9.01 FINANCIAL STATEMENTS AND
EXHIBITS.
(d)
Exhibits
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Number
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Description
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16.1
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Letter
regarding change in certifying accountant, dated June 4, 2009 from Crowe
Horwath, LLP.
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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.
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MANDALAY
MEDIA, INC.
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Dated
: June 4, 2009
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By:
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/s/ James
Lefkowitz |
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James
Lefkowitz |
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President |
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