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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
October 7, 1999
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Date of Report
(Date of Earliest Event Reported)
MEGAMEDIA NETWORKS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-26801 87-0633630
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(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
57 West Pine Street
Orlando, Florida 32801
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(Address of Principal Executive Offices)
407-245-3636
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Registrant's Telephone Number
Amalgamated Entertainment, Inc.
5525 South 900 East, #110
Salt Lake City, UT 84117
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(Former Name and Address of Principal Executive Offices)
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Item 1. Changes in Control of Registrant.
None; not applicable.
Item 2. Acquisition or Disposition of Assets.
None; not applicable.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Mantyla McReynolds, Certified Public Accountants, of Salt Lake City,
Utah, audited the financial statements of the Registrant for the calendar
years ended December 31, 1998, and 1997; these financial statements
accompanied the Registrant's Registration Statement on Form 10-SB, which was
previously filed with the Securities and Exchange Commission and which is
incorporated herein by reference.
In connection with its October 7, 1999, Agreement and Plan of
Reorganization with MegaMedia Networks, Inc., a Nevada corporation
("MegaMedia-Nevada"), and the stockholders of MegaMedia Nevada, the new
management of the Registrant determined to change its independent auditor to
Parks, Tschopp, Whitcomb & Orr, P.A., Certified Public Accountants, of
Maitland, Florida.
There were no disagreements between the Registrant and Mantyla
McReynolds, whether resolved or not resolved, on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure which, if not resolved, would have caused it to make reference to
the subject matter of the disagreement in connection with its reports.
The report of Mantyla McReynolds did not contain any adverse opinion
or disclaimer of opinion, and with the exception of a standard "going concern"
qualification because of the Registrant's accumulated losses from operations
and its then-minimal assets, was not qualified or modified as to uncertainty,
audit scope or accounting principles.
During the Registrant's three most recent calendar years, and
since then, neither Mantyla McReynolds nor Parks, Tschopp, Whitcomb & Orr,
P.A., has advised the Registrant that any of the following exists or is
applicable:
(1) That the internal controls necessary for the Registrant to
develop reliable financial statements do not exist, that
information has come to their attention that has led them
to no longer be able to rely on management's
representations, or that has made them unwilling to be
associated with the financial statements prepared by
management;
(2) That the Registrant needs to expand significantly the scope
of its audit, or that information has come to their
attention that if further investigated may materially impact
the fairness or reliability of a previously issued audit
report or the underlying financial statements or any other
financial presentation, or cause them to be unwilling to
rely on management's representations or be associated with
the Registrant's financial statements for the foregoing
reasons or any other reason; or
(3) That they have advised the Registrant that information has
come to their attention that they have concluded materially
impacts the fairness or reliability of either a previously
issued audit report or the underlying financial statements
for the foregoing reasons or any other reason.
During the Registrant's three most recent calendar years and since
then, the Registrant has not consulted Parks, Tschopp, Whitcomb & Orr, P.A.,
regarding 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 or any other financial
presentation whatsoever.
The Registrant has provided Mantyla McReynolds with a copy of the
disclosure provided under this caption of this Report, and has advised it to
provide the Registrant with a letter addressed to the Securities and Exchange
Commission as to whether it agrees or disagrees with the disclosures made
herein. A copy of its response is attached hereto and incorporated herein by
this reference. See Item 7 of this Report.
Item 5. Other Events.
None; not applicable.
Item 6. Resignations of Registrant's Directors.
None; not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro Forma Financial Information.
None; not applicable.
(c) Exhibits.
Description of Exhibit Exhibit Number
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Letter on change in certifying 16
accountants
Item 8. Change in Fiscal Year.
None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
MEGAMEDIA NETWORKS, INC.
Date: 7-27-00 By: Stephen H. Noble, III
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Stephen H. Noble, III
Chief Financial Officer
