SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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) February 5, 2007

Warning Management Services, Inc.

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(Exact Name of Registrant as Specified in its Charter)

New York 0-27219 13-3865655

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(State or Other Jurisdiction (Commission (IRS Employer

of Incorporation) File Number) Identification No.)

1520 South Lewis Street, Anaheim, CA 92085

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(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (714) 300-0500

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(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 for 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)).

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ITEM 4.01. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

(1)	Merger Involving Independent Accountants

(i) On January 22, 2006, we were informed by Pohl, McNabola, Berg & Co.,

LLP (“PMB”), the independent registered public accounting firm for Client

(the “Company”), as follows:

(1)	PMB has consummated a merger with Helin, Donovan, Trubee &

Wilkinson., LLP (“HDTW”). HDTW is located in Austin, Texas, and is also registered with the Public Company Accounting Oversight Board (United States). The name of the post-merger firm is PMB Helin Donovan, LLP (“PMB+HD”).

(2)	We are required to file this Form 8-K as notification that PMB+HD

succeeds PMB as our independent registered auditor.

(ii)	PMB’s reports on our consolidated financial statements as of and for the

year ended December 31, 2003 and 2004 did not contain an adverse opinion or a disclaimer of opinion, nor was either such report qualified or modified as to uncertainty, audit scope or accounting principles. There has been no subsequent filings.

(iii)

The Company has requested that PMB furnish it with a letter addressed

to the Securities and Exchange Commission stating whether or not PMB agrees with the above statements. A copy of PMB’s letter required by Item 304(a)(3) of Regulation S-B is filed as Exhibit 16 to this Form 8-K.

(2) We have notified the members of our Audit Committee of the facts set forth in this report on Form 8-K, including the appointment of PMB+HD as our

independent registered auditor and no member has disapproved of this appointment.

ITEM 5.02. DEPARTURE OF DIRECTORS

Director Resignations:

(1) Jay Partin, a member of the Board of Directors of the Company has resigned effective January 24, 2007 due to other commitments.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(a)	Financial statements of businesses acquired.

None

(b)	Pro forma financial information.

None

(c)	Shell company transactions.

None

(d)

Exhibits

16	Letter regarding change in certifying accountant.

17	Resignation of Jay Partin

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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 thereunto duly authorized.

/s/ John Capezzuto February 5, 2007

John Capezzuto

/s/Brian Bonar February 5, 2007

Brian Bonar

/s/Nevin Bonar February 5, 2007

Nevin Bonar

EXHIBIT INDEX

Exhibit Number Page

16 Letter regarding change in certifying accountant. 4

17 Resignation Letter from Jay Patrin 5

WARNING MANAGEMENT SERVICES INC 8-K