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): February 13, 2008
PLAYERS
NETWORK
(Exact
Name of Registrant as Specified in Charter)
|
|
|
|
|
|
|
Nevada
|
|
000-29363
|
|
88-0343702
|
|
|
|
|
|
|
|
(State
or Other Juris-
diction
of Incorporation
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
|
|
4260
Polaris Avenue Las Vegas, NV
|
|
89103
|
|
|
|
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (702)
895-8884
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Effective
as of February 13, 2009, the Company dismissed Weaver & Martin, LLC
("W&M"), the Company's independent registered public accounting firm. The
decision to change accountants was approved by the Company's Board of
Directors.
W&M
reported on the Company's consolidated financial statements for the years ending
December 31, 2007 and 2006 and reviewed the Company’s consolidated financial
statements for the period ending September 30, 2008. For these periods and up to
February 13, 2009, there were no disagreements with W&M on any matter of
accounting principle or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement(s), if not resolved to the satisfaction
of W&M, would have caused it to make reference thereto in its report on the
financial statements for such years.
The
reports of W&M on the financial statements of the Company for the fiscal
years ended December 31, 2007 and 2006 did not contain any adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
The
Company has provided W&M with a copy of the foregoing disclosure and
requested that W&M provide the Company with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the statements
made by the Company in response to this item. A copy of such letter, dated
February 13, 2009, is filed as Exhibit 16.1 to this Current Report on Form
8-K.
The
Company has engaged McElravy, Kinchen & Associates P.C. of Houston, Texas
(“MKA”) to assume the role of its new principal independent accountants. The
decision to engage MKA was approved by the audit committee of the Board of
Directors on February 13, 2009. Osprey signed the MKA engagement letter on
February 13, 2009 after MKA completed its internal procedures related to new
attest client acceptance.
During
the period ended September 30, 2008, and through the date of the firms
engagement the Registrant did not consult with MKA with regard to:
|
1.
|
the
application of accounting principles to a specified transaction, either
completed or proposed: or the type of audit opinion that might be rendered
on Registrant’s financial statements; or
|
|
|
|
|
2.
|
any
matter that was either the subject of a disagreement or a reportable event
(as described in Item 304 of Regulation
S-K.
|
Item
9.01: Financial Statements and Exhibits.
|
16.1
|
Letter
from Weaver & Martin, LLC
|
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.
|
|
|
|
|
|
|
|
Players
Network
|
|
| |
|
|
|
Date:
February 20, 2009
|
By:
|
/s/
Mark Bradley
|
|
|
|
|
Mark
Bradley
|
|
|
|
|
Chief
Executive Officer
|
|
|
|