UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A-1
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report: (Date of earliest event reported): January 29, 2007
Commission
File No.: 000-30785
CAMELOT
ENTERTAINMENT GROUP, INC.
--------------------------------------------------------------------------------
(Exact
name of registrant as specified in its charter)
DELAWARE
52-2195605
--------------------------------------
-------------------------------------
(State
or
other jurisdiction of (IRS Employer
Identification No.)
incorporation
or
organization)
2020
Main Street Suite 990
Irvine,
CA 92614
-----------------------------------------------------
(Address
of principal executive offices)
(949)
777-1090
------------------------
(Issuer
telephone number)
-------------------------------------------
(Former
name, if changed since last report)
------------------------------------------------------------
(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:
[
]
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 Exchange Act
(17
CFR 240.13e-4(c))
Page
- 1
Item
4.01 Change in Registrant's Certifying Accountant
On
January 29, 2007, Camelot Entertainment Group, Inc. (the "Company")
received a letter in the mail from Epstein, Weber & Conover, PLC
("EWC"),
the
Company's independent registered public accounting firm, stating that as a
result of its combination with Moss Adams LLP effective on January 1, 2007,
Moss
Adams had decided not to assume the role as our external independent
accountants, and therefore EWC (now Moss Adams)would cease to act as the
Company's independent registered public accounting firm effective January 12,
2007. Malone & Bailey, PC has been appointed as the Company’s new auditor.
The
reports of EWC with respect to the Company's financial statements for the fiscal
years ended December 31, 2005 and 2004 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles except for an explanatory paragraph
relative to the Company’s ability to continue as a going
concern.
Since
appointment as the Company's independent auditors through the date of this
report, there were no disagreements between the Company and EWC 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
EWC, would have caused EWC to make reference to the subject matter of the
disagreements in connection with its report on the Company's financial
statements for such years.
The
decision to appoint Malone & Bailey, PC as the Company’s new auditor was
approved by the Audit Committee of the Board of Directors on January 29,
2007.
No
consultations occurred between the Company and Malone & Bailey during the
years ended December 31, 2005 and 2004 and through January 29, 2007 regarding
either (i) the application of accounting principles to a specific completed
or
contemplated transaction, the type of audit opinion that might be rendered
on
the Company’s financial statements, or other information provided that was an
important factor considered by the Company in reaching a decision as to an
accounting, auditing, or financial reporting issue, or (ii) any matter that
was
the subject of disagreement or a reportable event requiring disclosure under
Item 304(a)(1)(iv) of Regulation S-B.
The
Company has provided EWC with a copy of the foregoing disclosure and has
requested that EWC furnish it with a letter addressed to the SEC stating whether
or not it agrees with the above statements. This conforming letter is attached
hereto as Exhibit 16.1 to this current report on Form 8-K.
Item
9.01.
Exhibits.
(c) Exhibits
|
Exhibit
Number
|
|
Description
|
|
16.1
|
|
Letter
from Epstein, Weber & Conover, PLC to the Securities and Exchange
Commission.
|
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 thereunto
authorized.
Camelot
Entertainment Group, Inc.
By:
/s/ Robert P. Atwell
January
31, 2007
Robert
P.
Atwell
CEO
Page
- 2
Exhibit
16.1
January
31, 2007
Securities
and Exchange Commission
100
F.
Street, N.E.
Washington,
D.C. 20549
Dear
Sirs/Madams:
This
letter is delivered by Epstein, Weber & Conover, PLC in connection with the
filing by Camelot Entertainment Group, Inc. with the Securities and Exchange
Commission of a Current Report on Form 8-K dated January 29, 2007.
We
have
reviewed the contents of Item 4.01 of such Current Report on Form 8-K and agree
with the statements contained therein.
Yours
truly,
/s/
Epstein, Weber & Conover, PLC
Page
- 3