8-K/A

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): June 30, 2006

EARTHWORKS ENTERTAINMENT, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-15599	22-2442288
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6467 Zuma View Place, Suite 160, Malibu, CA 90265

(Address of principal executive offices)

(310) 589-0227

Registrant's Telephone Number

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:

9 Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

9 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

9 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

9 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Amendment No. 1

This amendment is filed to expand the disclosure regarding the dialogue between Earthworks and its independent accountant.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On June 30, 2006 Earthworks was notified by its independent accountant that Earthworks’ financial statements for the year ended September 30, 2005 must be restated due to an error in accounting for the cost of raising capital by Earthworks’ subsidiary, Z-Force Enterprises, LLC. Earthworks’ Chief Executive Officer, who is authorized by the Board of Directors to discuss matters of accounting policy with the independent accountant, discussed the error in accounting with the independent accountant.

As originally reported, the costs of raising capital were erroneously recorded as an expense. In the restatement, the costs will be recorded as a reduction of the members’ capital in Z-Force Enterprises, LLC. The effect of the restatement on Earthworks’ financial statements for the year ended September 30, 2005 is reported below:

	As Reported			As Restated
Income Statement
Net Loss		($2,510,206	)		($2,362,770	)
Balance Sheet
Accumulated Deficit		($17,582,638	)		($17,435,202	)
Minority Interest		552,676			583,400
Members’ Capital		1,367,660			1,189,500

Because of the accounting error described above, the financial statements contained in the Annual Report on Form 10-KSB for the year ended September 30, 2005 should not be relied upon. Earthworks will file an amendment to the Annual Report containing restated financial statements that correct the error.

Earthworks has requested Rosenberg Rich Baker Berman & Co., its independent accountant, to furnish a letter addressed to the Securities and Exchange Commission stating whether or not the firm agrees with the statements in this 8-K/A. A copy of that letter is filed as exhibit 7 to this 8-K/A.

Item 9.01 Financial Statements and Exhibits

Exhibits

7. Amended letter from Rosenberg Rich Baker Berman & Co.

SIGNATURE

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.

	EARTHWORKS ENTERTAINMENT, INC.
Dated: July 17, 2006	By:	/s/ Peter Keefe
		Peter Keefe
		Chief Executive Officer

EX-7

July 17, 2006

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: Earthworks Entertainment, Inc.

Item 4.02 Form 8-K/A

To Whom It May Concern:

We have read and agree with the statements under Item 4.02 of the Form 8-K/A (Amendment No. 1) report dated June 30, 2006.

Very truly yours,

/s/ Rosenberg Rich Baker Berman & Co.

Rosenberg Rich Baker Berman & Co.

CORRESP

ROBERT BRANTL, ESQ.

322 4^th Street

Brooklyn, NY 11215

718-768-6045

718-965-4042 (fax)

July 17, 2006

VIA EDGAR

Thomas Flinn

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re: Earthworks Entertainment, Inc.

Item 4.02, Form 8-K

Filed July 10, 2006

File No. 1-15599

Dear Mr. Flinn:

I am writing in response to your letter to Peter Keefe dated July 12, 2006. The Staff’s comments that were set forth in your letter are repeated below in bold italics.

Form 8-K filed July 10, 2006

1. Please amend your Form 8-K to include a statement of whether the audit committee, or the board of directors in the absence of an audit committee, or authorized officer or officers, discussed with your independent accountant the matters disclosed in the filing pursuant to this Item 4.02(b).

1.   As requested, we are today filing an amendment to the Form 8-K that discloses that the matter was discussed with the independent accountants by Earthworks’ Chief Executive Officer, who was authorized by the Board of Directors to carry on direct communications on matters of accounting policy with the independent accountants.

2. We note that you intend to file restated financial statements. However you have not indicated how or when you intend to do so. Please tell us how and when you intend to file restated financial statements. We may have further comment after you file the restated financial statements.

2.   Earthworks expects to file on EDGAR an amendment to its 2005 Form 10-KSB on or before July 24, 2006.

3. Please tell us if your certifying officers have reconsidered the effect on the adequacy of your disclosure controls and procedures as of the end of the period covered by your Form 10-KSB for the fiscal year ended September 30, 2005 and your Form 10-QSB for the fiscal quarter ended March 31, 2006 in light of the material error you have disclosed.

3.   The error disclosed in the recent 8-K resulted from a mistaken application of generally accepted accounting principles. The Board has not reconsidered the adequacy of Earthworks disclosure controls, since the error did not in any way suggest a flaw in Earthworks’ disclosure controls.

4. Please include as an exhibit a letter from your accountants addressing the revised disclosures.

4.   As requested, an amended Exhibit 7 has been filed with the amendment to Form 8-K.

Sincerely,

/s/ Robert Brantl

Robert Brantl

ACKNOWLEDGEMENT

The undersigned, as President of Earthworks Entertainment, Inc., hereby acknowledges that:

- Earthworks Entertainment is responsible for the adequacy and accuracy of the disclosure in the filings;

- Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

- Earthworks Entertainment may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Yours.

/s/ Peter Keefe

Peter Keefe, President