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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): May 12, 2000 (May 10, 2000)
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takeoutmusic.com Holdings Corp.
(Exact Name of Registrant as Specified in Charter)
Washington 333-07727 98-0138706
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
381 Broadway, Suite 201, New York, NY 10013
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 871-0714
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Shampan, Lamport Holdings Limited
1260-609 Granville Street, Vancouver, B.C. V7Y 1G5
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Former Name and Former Address (Changed Since Last Report)
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Item 4. Change in Registrant's Certifying Accountant.
By resolution of the Board of Directors adopted as of May 10, 2000, the
Board of Directors of the Company approved the engagement of Arthur Andersen LLP
as its independent auditors for the fiscal year ending December 31, 2000 to
replace the firm of Moss Adams LLP, who were dismissed as auditors of the
Company effective May 10, 2000.
The reports of Moss Adams LLP on the Company's financial statements for
the past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified as to audit scope, or accounting principles.
However, such reports included a qualification concerning the ability of the
Company to continue as a going concern and that the financial statements of the
Company did not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of that
uncertainty.
In connection with the Company's financial statements for each of the
two fiscal years ended December 31, 1999, and in the subsequent interim periods,
there were no disagreements with Moss Adams LLP on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope and
procedures which, if not resolved to the satisfaction of Moss Adams LLP would
have caused Moss Adams LLP to make reference to the matter in their report.
The Company has requested Moss Adams LLP to furnish it a letter
addressed to the Commission stating whether it agrees with the above statements.
A copy of that letter, dated May 10, 2000, is filed as Exhibit 16 to this Form
8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) and (b) - Not Applicable
(c) Exhibits
1. Letter from Moss Adams LLP required pursuant to Rule 304(a)(3) of
Regulation S-B.
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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.
takeoutmusic.com Holdings Corp.
/s/ Mori S. Ninomiya
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Name: Mori S. Ninomiya
Title: Chairman of the Board, President
and Chief Executive Officer
Dated: May 12, 2000
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Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
We were previously principal accountants for takeoutmusic.com Holdings Corp.
(formerly Shampan Lamport Holdings Ltd.) and under date of January 26, 2000, we
reported on the financial statements of Shampan Lamport Holdings Ltd. as of
December 31, 1998 and 1999 and for each of the years then ended. On May 10, 2000
we were terminated as principal accountants of the Company. We have read the
Company's statements included under Item 4 of its Form 8-K dated May 12, 2000
and we agree with such statements except we cannot confirm the Board of
Directors of the Company approved the engagement of Arthur Andersen as its
independent auditors for the fiscal year ending December 31, 2000.
Seattle, Washington
May 12, 2000
