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): ~~September~~December 22, 2015

IDLE MEDIA, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-54736	26-2818699
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of		(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation)
216 S. Centre Avenue Leesport, PA			19533
(Address of principal executive offices)			(Zip Code)
	(484) 671-2241
		(Registrant’s telephone
		number, including area code)

(~~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))

SECTION 4 – MATTERS RELATED TO ACCOUNTANTS AND FINANCIALS STATEMENTS

ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

(ab) On ~~October~~December 522, 2015, the Company ~~notified~~engaged Connolly, Grady & Cha as its independent registered accountants, to replace De Joya Griffith LLC ~~(“De~~as ~~Joya~~its ~~Griffith”),~~independent ~~that~~registered ~~the~~accountants, ~~Company~~which firm was ~~dismissing~~dismissed Deby ~~Joya~~the ~~Griffith~~Company ason ~~its~~October ~~independent~~5, ~~registered accountant~~2015, after ~~learning~~the Company learned that De Joya Griffith LLC had ceased operations.

~~During~~The ~~the~~Company ~~two~~does ~~most~~not ~~recent fiscal years and during the interim period preceding De Joya Griffith’s dismissal, there~~ have ~~been~~an noaudit ~~disagreements~~committee ~~that~~and ~~have been brought to~~ the ~~attention~~engagement of ~~the Company between the Company and De Joya Griffith with respect to (a) any matter of accounting principles~~Connolly, ~~practices,~~Grady ~~financial~~& ~~statement~~Cha ~~disclosure, auditing scope or procedure for the reporting and filings completed prior to this date, nor have there been any “reportable events”~~ as ~~defined~~its byindependent ~~Regulation~~registered ~~S-K~~accountants ~~section~~was ~~304(a)(1)(v)~~therefore ~~during~~approved ~~that same period, other than the required restatement of each of such reports due to errors made in such Reports~~ by De Joya Griffith that has been previously reported and disclosed as required, which disagreements, if not resolved to De Joya Griffith’s satisfaction, would have caused De Joya Griffith to make reference to the ~~subject matter thereof in connection with its reports for such years; or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K, nor has De Joya Griffith~~Company’s ~~report~~Board ~~on the financial statements for either~~ of the ~~past two years contained an adverse opinion, a disclaimer of opinion, or was qualified or modified as to uncertaintly, audit scope or accounting principals~~Directors.

DeDuring ~~Joya~~the ~~Griffith~~Company’s ~~has~~two ~~been~~most ~~provided~~recent ~~with~~fiscal ayears ~~copy~~ended ofSeptember 30, 2014 and Stepember 30, 2013, and during the ~~disclosures~~subsequent itinterim isperiod ~~making~~through inthe date of this Current Report, neither the Company, nor anyone on ~~Form~~its ~~8-K~~behalf, ~~and~~has ~~requested~~consulted ~~from~~Connolly, DeGrady ~~Joya~~& ~~Griffith~~Cha awith ~~letter~~respect ~~addressed~~to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the ~~Securities~~type ~~and~~of ~~Exchange~~audit ~~Commission~~opinion ~~indicating~~that ~~whether~~might itbe ~~agrees~~rendered ~~with~~on ~~such~~the ~~and~~Company’s consolidated financial statements, ~~made~~and neither a written report was provided to the Company nor oral advice was provided to the Company that Connolly, Grady & Cha concluded was an important factor considered by the Company in ~~this~~reaching ~~Item~~a ~~304~~decision as to the accounting, auditing or financial reporting issue; or (aii) ~~and,~~any ifmatter ~~not,~~that ~~stating~~was either the ~~respects~~subject of a disagreement (as defined in ~~which~~Item it304(a)(1)(iv) ~~does~~of ~~not~~Regulation ~~agree.~~S-K Deand ~~Joya~~the ~~Griffith's~~related ~~letter~~instructions) ~~has~~or ~~been~~a ~~filed~~reportable event (as andescribed ~~exhibit~~in toItem ~~this~~304(a)(1)(v) ~~report~~of Regulation S-K).

(b) The Company intends to interview and engage new independent certifying accountants immediately, and will file a Current Report on Form 8-K detailing such engagement when it completes the interview and engagement process.

The Company does not have an audit committee and the dismissal of De Joya Griffith was therefore approved by the Company’s Board of the Directors.

Item 8.01. Other Events

As previously reported, the US Securities & Exchange Commission (the “Commission”) had previously initiated administrative cease and desist proceedings against Idle Media, Inc. (the “Company”) and its CEO, Marcus Frasier (the “Proceedings”). The Proceedings were initiated by the Commission after it was determined that there were accounting errors in the Company’s financial statements from fiscal years 2010 and 2011 as well as its second and third quarters of fiscal year 2012.

On September 22, 2015, the Company and Marcus Frasier agreed to an Offer of Settlement with the Commission for the purpose of settling the Proceedings and each consented to the entry of an Order by the Commission as follows:

A. finding that Respondent Idle Media, Inc. violated Sections 12(g), 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 13a-13 and 12b-20 thereunder;

B. Ordering Respondent Idle Media, Inc. to cease and desist from committing or causing any violations and any future violations of Sections 12(g), 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 13a-13 and 12b-20 thereunder.

C. Ordering Respondent Idle Media, Inc. to pay a civil money penalty in the amount of $50,000 to the Commission.

D. finding that Respondent Marcus Frasier violated Sections 12(g), 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 13a-13 and 12b-20 thereunder and violated Rule 13a-14 of the Exchange Act;

E. Ordering Respondent Marcus Frasier to cease and desist from committing or causing any violations and any future violations of Sections 12(g), 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 13a-13, 13a-14 and 12b-20 thereunder.

F. Ordering Respondent Marcus Frasier to pay a civil money penalty in the amount of $50,000 to the Commission.

Item 9.01. Financial Statments and Exhibits

16.1 Letter from De Joya Griffith, LLC

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.

	IDLE MEDIA, INC.
Date: October 7, 2015	By:	/s/ Marcus Frasier
Date: December 22, 2015	By:	/s/ Marcus Frasier
		Name: Marcus Frasier
		Title: Chief Executive Officer

Filing Compare · Idle Media, Inc.