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): October 15, 2004
THE SINGING MACHINE COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-24968 95-3795478
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(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 engage the New Accountant was approved by its Audit Committee on
October 15, 2004.
The report of the Former Accountant on the financial statements of the
Company for the two most recent fiscal years and all subsequent interim periods,
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 all subsequent
interim periods, 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 Form 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.
During the Company's two most recent fiscal years and all subsequent
interim periods, 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.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Not applicable.
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: October 19, 2004 /s/ Jeffrey Barocas
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Jeffrey Barocas
Chief Financial Officer