Playlogic Entertainment Inc - Amended Current report filing (8-K/A)
12 Setembro 2008 - 2:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
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 10, 2008
PLAYLOGIC
ENTERTAINMENT, INC.
(Name of
Small Business Issuer as specified in its charter)
Delaware
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0-49649
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23-3083371
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(State
or other
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(Commission
File
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(I.R.S.
Employer
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jurisdiction
of
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Number)
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Identification
Number)
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incorporation
or
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organization)
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Strawinskylaan
1041, 1077 XX, Amsterdam, The Netherlands
(Address
of principal executive offices and zip code)
Company's
telephone number, including area code:
(
0
11)
31-20-676-0304
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Company 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))
Explanatory
Note
This
Amendment No. 1 to the current report on Form 8-K/A (this “Amendment”) amends
the current report on Form 8-K filed by
Playlogic Entertainment, Inc. (the
"Company") on October 23, 2007 (the “Original Report”). In the
Original Report, the Company stated that its former registered independent
certified public accounting firm, S.W. Hatfield, CPA (the "Former Auditor")
withdrew its audit opinion dated December 11, 2006 on the restated financial
statements of the Company as of and for the year ended December 31, 2005 (the
“2005 Audit Opinion”). On September 10, 2008, the Company received a
letter from the Former Auditor to withdraw its original withdrawal leter and
reissue the 2005 Audit Opinion. This Amendment is being filed to
amend the Original Report to reflect the above change.
ITEM
4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT
REPORT OR COMPLETED INTERIM REVIEW.
On
October 23, 2007, the Company received a withdrawal letter from its Former
Auditor, stating that it was withdrawing the 2005 Audit Opinion. The Company was
specifically informed that the 2005 Audit Opinion was withdrawn and that it was
not to be included in any filing with the Securities and Exchange Commission
("SEC") and not to be utilized for any purpose by any investor, member of
management, member of the audit committee or member of the board of directors.
The reason cited by the Former Auditor for the withdrawal of the 2005 Audit
Opinion was a failure of the Company to pay the Former Auditor outstanding fees
in the amount of $2750.00, which the Former Auditor claimed would create an
impairment of independence pursuant to the internal policies of the Former
Auditor and the American Institute of Certified Public Accountants Professional
Standards Section 191.103, which the Company’s Audit Committee
disagreed
The
Company has now resolved the payment issue with the Former Auditor and received
a letter from the Former Auditor on September 10, 2008, which states that the
Company has complied in full with his written demand for payment. The Former
Auditor has now withdrawn his original withdrawal letter dated October 23, 2007
and reissued the 2005 Audit Opinion on the restated consolidated financial
statements of the Company as of and for the year ended December 31, 2005 as
contained in the Annual Report on Form 10-KSB for the year ended December 31,
2006 filed with the SEC on or about April 17, 2007. The Former
Auditor consents to the inclusion of the 2005 Audit Opinion in the Company’s
Annual Report on Form 10-KSB for the year ended December 31, 2006, retroactive
to October 2, 2007, the date of its original withdrawal letter.
A copy of
the letter from the Former Auditor dated September 10, 2008 is filed as Exhibit
23.1 to this Amendment.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
EXHIBITS
Exhibit
23.1 Consent Letter from S.W. Hatfield, CPA dated September 10,
2008
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, thereto duly
authorized.
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PLAYLOGIC ENTERTAINMENT,
INC.
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By:
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/s/ Willem
M. Smit
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Name: Willem
M. Smit
Title:
President and Chief Executive
Officer
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Date:
September 12, 2008
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