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): March 24, 2000
iLive, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
0-28549 95-4783826
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(Commission File Number) (IRS Employer Identification No.)
242 N. Canon Drive, 3rd Floor
Beverly Hills, California 90210
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(Address of principal executive offices) (Zip Code)
(310) 285-5200
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Registrant's telephone number, including area code
N/A
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(Former name, address, and telephone number)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On February 29, 2000, iLive, Inc., a Nevada corporation ("iLive")
acquired 100% of the issued and outstanding shares of common stock of
Society of Economic Assurance, Inc., a Nevada corporation ("SEA").
Simultaneous with the transaction, iLive elected successor issuer status
under Rule 12g-3 of the Securities Exchange Act of 1934.
On March 23, 2000, Haskell & White LLP, Independent Certified Public
Accountants, the independent accountant previously engaged as the principal
accountant to audit the financial statements of SEA, were terminated. The
Company has elected to utilize the services of the principal accountant
engaged by iLive as the independent accountant for SEA.
The audit report of Haskell & White LLP on the financial statements of
SEA as of November 30, 1999 and December 31, 1998 and for the eleven months
ended November 30, 1999, the period from inception, April 3, 1998, through
December 31, 1998, and the period from inception, April 3, 1998, through
December 31, 1999 (the "Audit Period") did not contain any adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to audit
scope or accounting principles. The decision to change accountants was
approved by the board of directors of SEA on March 23, 2000. During the Audit
Period, there were no disagreements with the former accountant on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, 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 report.
SEA has provided a copy of this disclosure to its former accountants, and SEA
requested that the former accountants furnish them with letters addressed
to the Securities and Exchange Commission stating whether they agree with the
statements made by the Registrant, and, if not, stating the respects in which
they do not agree. A copy of the former accountants' responses indicating
agreement is included as exhibits to this report.
<PAGE>
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS
16.1 Letter dated March 24, 2000, from Haskell & White LLP regarding their
concurrence with the statements made by the Registrant in this Current Report.
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.
Dated: March 24, 2000 ILIVE, INC.
/s/ Marcia Allen
Marcia Allen
President
[HASKELL & WHITE LLP LETTERHEAD]
March 24, 2000
Securities and Exchange Commission
450 West Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of iLive, Inc.'s Form 8-K dated March 24, 2000,
and are in agreement with the statements contained in the paragraph
therein regarding our termination as auditors of Society of Economic
Assurance, Inc.
/s/ Haskell & White LLP
HASKELL & WHITE LLP
