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 Event: ~~May~~August 136, ~~2011~~2012

MASTERBEAT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	333-144982	26-0252191
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

~~120~~55 ~~Wall~~Broad Street

~~Suite~~15th ~~2401~~Floor

New York, New York ~~10016~~10004

(Address of principal executive offices)

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):

[ ] 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))

ITEM 54.0201 - ~~DEPARTURE~~CHANGE OFIN ~~DIRECTORS~~REGISTRANT'S ORCERTIFYING ~~PRINCIPAL OFFICERS~~ACCOUNTANT

On ~~May~~August 136, ~~2011~~2012, ~~Dick~~Rosenberg ~~Wingate,~~Rich ~~resigned~~Baker asBerman ~~Chairman~~& ofCompany ~~the~~(“RRBB”) ~~Board~~notified ofthe ~~Directors. His~~Company ~~resignation~~that ~~was~~RRBB ~~not~~resigned ~~the~~as ~~result~~our ofindependent ~~any~~registered ~~disagreement~~public ~~with~~accounting usfirm. The onCompany ~~any~~will ~~matter~~file ~~relating~~a toForm ~~operations,~~8-K ~~policies~~when oranother ~~practices,~~public ~~including~~ accounting orfirm ~~financial~~is ~~policies~~selected.

Since RRBB was originally engaged as our independent public accountants on February 24, 2011, the firm did not issue a report on the Company’s financial statements.

There were no disagreements with RRBB 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 a reference to the subject matter of the disagreements in connection with its report, if issued.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit No.

Description

16.1	Letter from Rosenberg Rich Baker Berman & Company

SIGNATURE

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.

	MASTERBEAT CORPORATION
Date: May 18, 2011		/s/ Chris Messalas
Date: October 26, 2012		/s/ Chris Messalas
		Chris Messalas, Chief Executive Officer
		Chris Messalas, CEO

EXHIBIT INDEX

Exhibit No.

Description

16.1	Letter from Rosenberg Rich Baker Berman & Company

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