-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N0V6Xw/bFmJ04Q8E4hFbNZv12CgIpH0aT6uHxzaVLfOHCs+yqYX1RKO1WyQ09k45 p8jNwwZJs9o1p7bnFY5ixg== 0001139020-04-000108.txt : 20040422 0001139020-04-000108.hdr.sgml : 20040422 20040422153151 ACCESSION NUMBER: 0001139020-04-000108 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040417 ITEM INFORMATION: Changes in registrant's certifying accountant FILED AS OF DATE: 20040422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KARMA MEDIA INC CENTRAL INDEX KEY: 0001171326 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 753025152 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-86518 FILM NUMBER: 04748123 MAIL ADDRESS: STREET 1: 8343 EAST EARLL CITY: SCOTTSDALE STATE: AZ ZIP: 85251 FORMER COMPANY: FORMER CONFORMED NAME: ESTELLE REYNA INC DATE OF NAME CHANGE: 20030409 FORMER COMPANY: FORMER CONFORMED NAME: LE GOURMET CO INC DATE OF NAME CHANGE: 20020416 8-K 1 krma_8k.txt 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): April 17, 2004 Karma Media, Inc. ---------------------- (Exact name of registrant as specified in its charter) Nevada 333-86518 75-3025152 ---------- ----------- -------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 9660 Flair Drive, Suite 328, 91731 El Monte, California - ------------------------------ --------- (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (310) 397-1200 -1- Item 4. Change in Registrant's Certifying Accountant On April 17, 2004, the Registrant engaged Bagell Josephs & Company, LLC as the Registrant's independent accountants. On April 20, 2004, the Registrant dismissed its former public accountants, Beckstead and Watts, LLP. In the absence of an audit or similar committee, the board of directors of the Registrant approved the decision to change accountants. The report of Beckstead and Watts, LLP on the financial statement of Le Gourmet Co., Inc. (a predecessor of the Registrant) for the year ended December 31, 2002 contained a going concern opinion. The report of Beckstead and Watts, LLP on the financial statement of the Registrant for the year ended December 31, 2003 contained no adverse opinion or a disclaimer of opinion, nor was qualified or modified as to uncertainty, audit scope, or accounting principles. There were not, within the past two years, any disagreements with Beckstead and Watts, LLP that are known to Registrant's management and relate to accounting principles or practice, financial disclosures, auditing scope or procedures, or other disagreements reportable under Item 304 of Regulation S-K. The Registrant has requested that Beckstead and Watts, LLP furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter is to be filed as Exhibit 16 to this Form 8-K. Prior to the engagement of Bagell Josephs & Company, LLC, during the Registrant's two most recent fiscal years and any subsequent interim period to the date hereof, the Registrant had not consulted with Bagell Josephs & Company, LLC regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant's financial statements, and neither a written report was provided to the Registrant nor oral advice was provided that Bagell Josephs & Company, LLC concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a "disagreement," as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a "reportable event," as that term is defined in Item 304(a)(1)(v) of Regulation S-K. -2- 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. Karma Media, Inc. ----------------- (Registrant) Date: April 21, 2004 /s/ Dominique Einhorn --------------------- By: Dominique Einhorn, President & CEO -3- EX-16 3 krma_ex16.txt Beckstead and Watts, LLP Certified Public Accountants 3340 Wynn Road, Ste. B Las Vegas, NV 89102 702.257.1984 702.362.0540 fax April 21, 2004 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: The firm of Beckstead and Watts, LLP was previously principal accountant for Karma Media, Inc. (the "Company") and reported on the financial statements of the Company for the years ended December 31, 2003 and 2002. Effective April 20, 2004, we were terminated by the Company as principal accountants. We have read the Company's statements included under Item 4 of its Form 8-K/A dated April 21, 2004, and we agree with such statements except that we cannot confirm or deny that the appointment of Bagell Josephs & Co. was approved by the Board of Directors, or that they were not consulted prior to their appointment as auditors. Very truly yours, /s/ Beckstead and Watts, LLP - ----------------------------- Beckstead and Watts, LLP -----END PRIVACY-ENHANCED MESSAGE-----