8-K 1 v144669_8k.htm
 
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):
  
March 16, 2009

 
M LINE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation)
  
000-53265
(Commission File Number)
  
88-0375818
(I.R.S. Employer Identification No.)
         
2672 Dow Avenue
Tustin, CA 92780
(Address of principal executive offices)  (zip code)
         
(714) 630-6253
(Registrant’s telephone number, including area code)
         
         
(Former name or former address, if changed since last report.)

 
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:

[_]  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))
 
 

On March 16, 2009, we dismissed McKennon Wilson & Morgan LLP, the independent accountants previously engaged as the principal accountants to audit our financial statements.  The decision to change accountants was approved by our Board of Directors.

Also effective on March 16, 2009, we engaged Kabani & Company, Certified Public Accountants, as our independent certified public accountants.  The decision to change accountants was approved by our Board of Directors.

McKennon Wilson & Morgan LLP, audited our financial statements for our fiscal years ended June 30, 2008 and 2007.  The audit report of McKennon Wilson & Morgan LLP on our financial statements for the fiscal years stated above (the “Audit Period”) did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.  During the Audit Period, and through March 16, 2009, there were no disagreements with McKennon Wilson & Morgan LLP 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 accountants, would have caused it to make reference to the subject matter of the disagreements in connection with its report, and there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

We have provided a copy of this disclosure to McKennon Wilson & Morgan LLP and have requested that the former accountants furnish us with a letter 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 letter is attached hereto as Exhibit 16.1.

During the two most recent fiscal years, or any subsequent interim period prior to engaging Kabani & Company, we nor anyone acting on our behalf consulted with Kabani & Company regarding (i) the application of accounting principles to a specific completed or contemplated transaction, or (ii) the type of audit opinion that might be rendered on the company’s financial statements where either written or oral advice was provided that was an important factor considered by the company in reaching a decision as to the accounting, auditing, or financial reporting issue, or (iii) any matter that was the subject of a disagreement with the company’s 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 audit report.

2
 
Section 9 – Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit No.
  
Description
     
16.1
  
Letter dated March 30, 2009 from McKennon Wilson & Morgan LLP
 
3
 
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 30, 2009
  
M Line Holdings, Inc.
  
   
a Nevada corporation
  
       
 
 
 /s/ George Colin  
   
By:     George Colin
  
   
Its:     Chief Executive Officer
  
       
 
4