UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 15, 2004
THE SINGING MACHINE COMPANY, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-24968 95-3795478
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
6601 Lyons Road, Bldg. A-7, Coconut Creek, Fl 33073
-----------------------------------------------------
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (954) 596-1000
Copies to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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.
On October 15, 2004, Grant Thornton LLP (the "Former Accountant")
resigned as the auditors for The Singing Machine Company, Inc. (the "Company").
On October 15, 2004, the Company engaged Berkovits, Largo & Company, LLP (the
"New Accountant"), as its independent certified public accountant. The Company's
decision to engaged the New Accountant was approved by its Audit Committee on
October 15, 2004.
The reports of the Former Accountant on the financial statements of
the Company for each of the two most recent fiscal years and the interim period
ending June 30, 2004, did not contain an adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles for the two most recent fiscal years and all subsequent
interim periods, except that the Former Accountant's opinion in its report on
the Company's financial statements expressed substantial doubt with respect to
the Company's ability to continue as a going concern for the last two fiscal
years.
During the Company's two most recent fiscal years and the subsequent
interim period through the date of resignation, there were no reportable events
as the term described in Item 304(a)(1)(v) of Regulation S-K, except for the
following:
Management and the Former Accountant, have advised our Audit Committee that
during the course of the audit, they noted deficiencies in internal controls
relating to:
- weakness in our financial reporting process as a result of a lack of
adequate staffing in the accounting department, and
- accounting for consigned inventory and inventory costing.
The Former Accountant has advised the Audit Committee that each of
these internal control deficiencies constitute a material weakness as defined in
Statement of Auditing Standards No. 60. Certain of these internal control
weaknesses may also constitute material weaknesses in our disclosure controls.
During the Company's two most recent fiscal years and the subsequent
interim period through the date of resignation, there were no disagreements with
the Former Accountant on any matters of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which, if not
resolved to the satisfaction of the Former Accountant would have caused it to
make reference to the subject matter of the disagreements in connection with its
reports on these financial statements for those periods.
The Company did not consult with the New Accountant regarding the
application of accounting principles to a specific transaction, either completed
or proposed, or the type of audit opinion that might be rendered on the
Company's financial statements, and no written or oral advice was provided by
the New Accountant that was a factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issues.
The Company has requested that the Former Accountant furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. The requested letter is attached as Exhibit
16.1 to this amended Form 8-K
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
16.1 Letter from Former Accountant
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.
THE SINGING MACHINE, COMPANY, INC.
Date: January 3, 2004 /s/ Jeffrey Barocas
----------------------------------
Jeffrey Barocas
Chief Financial Officer