UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest reported): March 811, 2011

CONSPIRACY ENTERTAINMENT HOLDINGS, INC.

(Exact name of registrant as specified in charter)

Utah		000-32427		87-0386790
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

612 Santa Monica Boulevard, Santa Monica, CA 90401

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (310) 260-6150

Copies to:

Marc Ross, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

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 (see General Instruction A.2. below):

o ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 41.01 ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant.~~Definitive Agreement

~~Previous~~ On ~~Independent~~March ~~Registered~~11, ~~Public~~2011 ~~Accounting~~and ~~Firm~~March 16, 2011, (the "Closing Dates") Conspiracy Entertainment Holdings, Inc. (the “Company”) entered into subscription agreements (the “Subscription Agreement”), by and among the Company and the subscribers listed therein (the “Subscribers”). Pursuant to the Subscription Agreement, the Company sold the subscribers an aggregate of $400,000 principal amount of promissory notes and issued the Subscribers 10,000,000 Class A Warrants (the “Warrants”), which equals one Class A Warrant for each two shares which would be issued upon the full conversion of the Promissory Notes assuming the full conversion of the Promissory Notes. Immediately following the closing, there were 32,288,019 outstanding shares of the Company’s common stock.

On The ~~March~~Notes 8,mature two ~~2011~~years ~~Conspiracy~~from ~~Entertainment~~the ~~Holdings,~~date ~~Inc.~~of (issuance and will accrue interest at the ~~“Registrant”)~~rate ~~dismissed~~of ~~Chisholm,~~14%. Upon ~~Bierwolf,~~a ~~Nilson~~default &in ~~Morrill,~~the ~~LLC~~payment ~~(“Chisholm”)~~of asany amounts due under the ~~principal~~Notes, ~~independent~~the ~~accountant~~interest rate will be increased to ~~audit~~18%. Upon the ~~Registrant’s~~occurrence ~~financial~~of ~~statements~~an ~~for~~Event ~~the~~of ~~fiscal~~Default ~~year~~(as ~~ending~~such ~~June~~term 30is defined in the Notes), ~~2011.~~all ~~The~~principal ~~dismissal~~and ~~was~~interest ~~approved~~then byremaining ~~the~~unpaid ~~Board~~shall ofbe ~~Directors~~immediately due and payable. ~~The~~ Events ~~dismissal~~of ~~was~~Default ~~due~~include but are not limited to (i) the ~~fact~~Company’s ~~that~~failure ~~Chisholm~~to ~~informed~~make payments when due, (ii) breaches by the ~~Registrant~~Company of ~~the~~its ~~pending~~representations ~~revocation~~and/or warranties (iii) delisting of ~~Chisholm~~the Company’s ~~registration~~common ~~with~~stock from the ~~Public~~Principal ~~Company~~Market ~~Accounting~~(as ~~Oversight~~such ~~Board~~term is defined in the Subscription Agreement).

~~Except~~ Pursuant to the terms of the Notes, the Subscribers have the right, so long as ~~noted~~the inNotes are not fully repaid, to convert the ~~paragraph~~Notes ~~immediately~~into ~~below~~shares of the Company’s common stock at a conversion price per share that is equal to the lesser of $.02, or $70% of the ~~reports~~average of ~~Chisholm~~the five lowest closing bid prices for the ~~fiscal~~Company’s ~~years~~Common ~~ended~~Stock ~~December~~as ~~31,~~reported ~~2009~~by ~~and~~Bloomberg ~~December~~L.P. 31for the Principal Market for the ten trading days preceding the date the Subscriber gives the Company notice of conversion, ~~2008~~as may be adjusted. The Notes contain anti-dilution provisions, ~~did~~including but not ~~contain~~limited ~~any~~to ~~adverse~~if ~~opinion~~the orCompany ~~disclaimer~~issues shares of ~~opinion~~its ~~and~~common stock at less than the then existing conversion price, the conversion price of the Notes will automatically be reduced to such ~~reports~~lower ~~were~~price. ~~not~~The ~~qualified~~Notes orand ~~modified~~Warrants ascontain limitations on conversion, including the limitation that the holder may not convert its Note to ~~any~~the ~~uncertainty~~extent that upon conversion the holder, ~~audit~~together ~~scope~~with orits ~~accounting~~affiliates, ~~principle~~would own in excess of 4.99% of the Company’s outstanding shares of common stock (subject to an increase upon at least 61-days’ notice by the Subscriber to the Company, of up to 9.99%).

The ~~reports~~Notes ofare ~~Chisholm~~secured onby ~~our~~a ~~financial~~security ~~statements~~interest ~~for~~in ~~the~~certain ~~fiscal~~assets ~~years ended December 31, 2009 and December 31, 2008, contained an explanatory paragraph which noted that there was substantial doubt as to our ability to continue as a going concern because~~ of athe ~~loss from operations~~Company.

~~During~~ The Warrants issued to the ~~fiscal~~Subscribers terminate five years ~~ended~~from ~~December~~the ~~31,~~Closing ~~2009~~Date. The ~~and~~subscribers ~~December~~may ~~31,~~Exercise ~~2008,~~Price ~~and~~of the ~~subsequent~~Warrants ~~interim~~may ~~period~~be uppaid toby ~~and~~cash ~~including~~or if the ~~date~~Fair ofMarket ~~dismissal~~Value of ~~Chisholm,~~the ~~there~~Company’s ~~have~~Common ~~been~~Stock nois ~~disagreements~~greater ~~with~~than ~~Chisholm~~the onExercise ~~any~~Price ~~matter~~(at ofthe ~~accounting~~date ~~principles~~of orsuch ~~practices~~calculation), ~~financial~~the ~~statement~~Subscriber ~~disclosure,~~may orelect ~~auditing~~to ~~scope~~receive orshares ~~procedure,~~equal ~~which~~to ~~disagreements,~~the ifvalue ~~not~~of ~~resolved~~the toWarrant ~~the~~(or ~~satisfaction~~portion ofbeing ~~Chisholm~~cancelled) ~~would~~and ~~have~~the ~~caused~~Company ~~them~~shall toissue ~~make~~the ~~reference~~Subscriber ~~thereto~~a innumber ~~their~~of ~~report~~shares onof ~~the~~Common ~~financial~~Stock ~~statements~~computed ~~for~~using ~~such~~the ~~periods.~~following formula:

OnX= ~~March~~Y ~~8, 2011, the Registrant provided a draft copy of this report on Form 8~~(A-~~K to Chisholm, requesting their comments on the information contained therein. The responsive letter from Chisholm is filed as Exhibit 16.1 to this current report on Form 8K.~~B)

~~New Independent Registered Public Accounting Firm~~ A

OnWhere ~~March~~X= ~~8, 2011,~~ the ~~Registrant~~number ~~engaged~~of ~~the~~shares ~~firm~~ of ~~Morrill~~Common &Stock ~~Associates,~~to ~~LLC~~be ~~(“Morrill”)~~issued ~~as the principal accountant~~ to ~~audit~~ the ~~Registrant’s financial statements for the fiscal year ending December 31, 2010.~~holder

~~During~~Y= the ~~fiscal~~number ~~years~~of ~~ended~~shares ~~December~~of ~~31,~~Common ~~2009~~Stock ~~and~~purchasable ~~December~~under ~~31, 2008, and~~ the ~~subsequent~~Warrant ~~interim period prior to the engagement of Morrill~~or, ~~neither~~if ~~the~~only ~~Registrant nor anyone on its behalf consulted with Morrill regarding the application of accounting principles to~~ a ~~specified~~portion ~~transaction whether completed or uncompleted, the type~~ of ~~audit opinion that might be rendered on~~ the ~~Registrant’s~~Warrant ~~financial~~is ~~statements~~being orexercised, ~~as to any matter that was either~~ the ~~subject~~portion of ~~a disagreement with~~ the ~~previous~~Warrant ~~independent~~being ~~auditor~~exercised or(at ~~was a reportable event. The decision to engage Morrill was recommended and approved by~~ the ~~Registrant’s~~date ~~Board~~ of ~~Directors.~~such calculation)

~~The~~A= ~~Registrant~~Fair ~~provided~~Market a draft copy of this report on Form 8-K to Morrill prior to its filing, in order to provide Morrill with the opportunity to review the disclosures provided herein and furnish the Registrant with a letter addressed to the Commission containing any new information, clarification of the Registrant’s expression of its views, or the respects in which Morrill does not agree with the statements made by the Registrant. The Registrant did not receive a responsive letter from Morrill.Value

Purchase Price (as adjusted to the date of such calculation)

The Company claims an exemption from the registration requirements of the Act for the private placement of these securities pursuant to Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the investor was an accredited investor and/or qualified institutional buyers, the investor had access to information about us and their investment, the investor took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.

The foregoing descriptions of the Subscription Agreement, the Secured Convertible Note and the Warrant do not purport to be complete and are qualified in their entirety by reference to these documents which are attached as exhibits to this Current Report and are incorporated into this Item by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The information required to be disclosed under this Item 2.03 is disclosed under Item 1.01 and is incorporated by reference into this Item.

Item 3.02 Unregistered Sales of Equity Securities

The information required to be disclosed under this Item 3.02 is disclosed under Item 1.01 and is incorporated by reference into this Item.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
16.1		Letter from Chisholm, Bierwolf, Nilson & Morrill, LLC
4.1		Form of Secured Convertible Note
4.2		Form of Class A Common Stock Purchase Warrant
99.1		Subscription Agreement

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.

	CONSPIRACY ENTERTAINMENT HOLDINGS, INC.
Date: March 8, 2011	By:	/s/ Keith Tanaka
Date: March 28, 2011	By:	/s/ Keith Tanaka
	Name:	Keith Tanaka
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
16.1		Letter from Chisholm, Bierwolf, Nilson & Morrill, LLC
4.1		Form of Secured Convertible Note
4.2		Form of Class A Common Stock Purchase Warrant
99.1		Subscription Agreement

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