UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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SearchMedia Holdings Limited ——————————————————————————————————— |
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| (Translation of registrant’s name into English) | ||||
| Cayman Islands ——————————————————————————————————— | ||||
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13F Central Modern Building 488 Xin Hua Rd, Putuo District Shanghai, China, 200060 |
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| Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] Form 40-F | ||||
| Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] | ||||
| Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] | ||||
| Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: [ ] Yes [x] No | ||||
| If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a |
The practice of Bernstein & Pinchuk LLP (“B&P”), independent registered public accounting firm of SearchMedia Holdings Limited (the “Company”), entered into a joint venture agreement with Marcum LLP and formed Marcum Bernstein & Pinchuk LLP (“MarcumBP”) in a transaction pursuant to which B&P merged its China operations into MarcumBP and certain of the professional staff of B&P joined MarcumBP as employees of MarcumBP (the "Merger"). Accordingly, B&P effectively resigned as the Company's independent registered public accounting firm and MarcumBP became the Company's independent registered public accounting firm. B&P’s resignation was communicated to the Company on April 22, 2011 via letter dated April 18, 2011, The change in the Company's independent registered public accounting firm was approved by the Audit Committee of the Company's Board of Directors on April 22, 2011. The principal accountant's reports of B&P on the financial statements of the Company as of and for the years ended December 31, 2009 and December 31, 2008 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended December 31, 2009 and December 31, 2008 and through the effective date of the Merger, there were no disagreements with B&P on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to B&P’s satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements for such years. During the years ended December 31, 2009 and December 31, 2008 and through April 12, 2011, the effective date of the Merger, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K. During the years ended December 31, 2009 and December 31, 2008 and through April 12, 2011, the effective date of the Merger, the Company did not consult with MarcumBP with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K. The Company provided B&P with a copy of the foregoing disclosure and requested B&P to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of such letter, dated April 22, 2011, furnished by Bernstein & Pinchuk LLP, is filed as Exhibit 16.1 to this Form 6-K. The Company's press release dated April 22, 2011 is attached hereto as Exhibit 99.1.
| 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, thereunto duly authorized. |
| SearchMedia Holdings Limited | ||
| Date: April 22, 2011 | By: |
Paul Conway |
| Name: | Paul Conway | |
| Title: | Cheif Executive Officer | |
| Exhibit No. | Description | |
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| 16.1 | Letter to the SEC from Bernstein & Pinchuk dated April 22, 2011 | |
| 99.1 | Press Release Dated April 22, 2011 | |
EXHIBIT 16.1
April 22, 2011
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561
We have read the Form 6-K for SearchMedia Holdings Limited dated April 22, 2011, to be filed with the Securities and Exchange Commission. We agree with the statements concerning our Firm in such Form 6-K; we are not in a position to agree or disagree with other statements of for SearchMedia Holdings Limited contained therein.
/s/ Bernstein & Pinchuk LLP
Bernstein & Pinchuk LLP
Exhibit 99.1
SearchMedia Confirms
Ongoing Engagement of Independent Auditors
Form 6-K Required due to Bernstein & Pinchuk LLP’s Joint Venture with Marcum LLP
Shanghai, China, April 22, 2011 — SearchMedia Holdings Limited (“SearchMedia” or the “Company”) (NYSE Amex: IDI, IDI.WS), one of China’s leading nationwide multi-platform media companies, today filed a Form 6-K confirming that it will continue its relationship with its current auditors, Bernstein & Pinchuk (“B&P”), by retaining the newly formed entity, Marcum Bernstein & Pinchuk LLP (“MarcumBP”). As detailed in the Form 6-K filed with the U.S. Securities and Exchange Commission, as a result of the joint venture agreement with Marcum LLP, B&P resigned to allow the Company to enter into a new engagement with the newly formed entity MarcumBP, which will replace B&P moving forward. The joint venture does not disrupt or alter the location of or the composition of the existing audit team working with SearchMedia.
B&P had been engaged by the Company to audit its financial statements since May 2010 and provided its audit report for the Company’s financial statements for the years ended December 31, 2009 and December 31, 2008. During these fiscal years and the subsequent interim period, B&P’s reports did not contain an adverse opinion or disclaimer of opinion, were not qualified or modified and contained no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
In accordance with the recommendation of the Company’s Audit Committee, the Company has engaged MarcumBP as its independent registered public accounting firm effective immediately.
About SearchMedia
SearchMedia is a leading nationwide multi-platform media company and one of the largest operators
of integrated outdoor billboard and in-elevator advertising networks in China. SearchMedia operates
a network of high-impact billboards and one of China’s largest networks of in-elevator
advertisement panels in 50 cities throughout China. SearchMedia’s core outdoor billboard and
in-elevator platforms enable it to provide multi-platform, “one-stop shop” services for its local,
national and international advertising clients.
Forward-Looking Statements
Any statements contained in this press release that do not describe historical facts, including
statements about SearchMedia’s beliefs and expectations, may constitute forward-looking statements
as that term is defined by the United States Private Securities Litigation Reform Act of 1995.
These forward-looking statements can be identified by terminology such as “will,” “expect,”
“anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” “confident” and similar
statements. Any forward-looking statements contained herein are based on current expectations, but
are subject to a number of risks and uncertainties that may cause actual results to differ
materially from expectations. A number of important factors could cause actual results to differ
materially from those contained in any forward-looking statement, including the risks as outlined
in the Company’s filings with the U.S. Securities and Exchange Commission. SearchMedia cautions
readers not to place undue reliance upon any forward-looking statements, which speak only as of the
date made. SearchMedia does not undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statement to reflect any change in the
Company’s expectations or any change in events, conditions or circumstances on which any such
statement is based.
For more information, please contact:
ICR, LLC In New York: In Beijing: |
Ashley Ammon: (646) 277-1227 Wen Lei Zheng: 86 10 6583-7510 |