UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~ DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~October~~August 2814, 2014

MASS HYSTERIA ENTERTAINMENT COMPANY, INC.

(Exact name of registrant as specified in its charter)

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Nevada	000-53739	~~000~~20-~~53739~~3107499		~~20-3107499~~
(State or other jurisdiction of incorporation)	(Commission File Number)	(~~Commission~~IRS ~~File~~Employer Identification No.)		~~(IRS Employer Identification No.)~~

2920 W. Olive Avenue, Suite 208 Burbank, CA		91505
(Address of principal executive offices)		(Zip Code)

2920 W. Olive Avenue, Suite 208, Burbank, CA

~~(818) 459-8200~~ 91505

~~Registrant’s telephone~~(Address ~~number,~~of ~~including~~principal ~~area~~executive ~~code~~offices) (Zip Code)

~~Not applicable~~Registrant's telephone number, including area code: (818) 459-8200

Not applicable.

(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 (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 1.01.~~[ ~~Entry~~] ~~into~~Soliciting amaterial ~~Material~~pursuant ~~Definitive~~to ~~Agreement~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Securities Purchase~~[ ~~Agreement~~] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

On[ ~~October 28,~~] ~~2014,~~Pre-commencement ~~Mass~~communications ~~Hysteria~~pursuant ~~Entertainment Company, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with KBM Worldwide, Inc. (the “Buyer”). Pursuant~~ to ~~the~~Rule ~~Securities Purchase Agreement, the Company agreed to issue and sell and the Buyer agreed to purchase~~ 13e-4(ic) anunder ~~8% convertible note of~~ the ~~Company,~~Exchange ~~dated October~~Act ~~28, 2014, in the aggregate principal amount of $505,000~~ (~~the~~17 ~~“Note”),~~CFR ~~convertible into shares of common stock of the Company, upon the terms and subject to the limitations and conditions set forth in the Note, on the closing date~~ 240.13e-4(~~the “Closing Date”~~c)~~, and (ii~~) ~~a stock purchase warrant (the “Warrant”) to purchase an aggregate of 1,262,500,000 shares of Company common stock. The Closing Date was October 28, 2014.~~

~~The~~Section ~~consummation of~~4 ~~the~~- ~~transactions~~Matters ~~contemplated~~Related ~~by the Securities Purchase Agreement is subject~~ to ~~certain~~Accountants ~~customary~~and ~~conditions,~~Financial ~~including,~~Statements ~~among others, the accuracy of the representations and warranties.~~

8%Item ~~Convertible Note~~4.01 Changes in Registrant’s Certifying Accountant.

~~The~~On ~~Note, which~~June ~~has a maturity date of July 30~~4, 2015, ~~bears interest at~~ the ~~rate~~Board of 8%Directors ~~per~~of ~~annum,~~Registrant ~~and~~adopted ~~any~~resolutions ~~amount~~by ofunanimous ~~principal~~written orconsent ~~interest on~~appointing ~~the~~Anton ~~Note~~& ~~that~~Chia, isLP ~~not~~of ~~paid~~Newport ~~when~~Beach, ~~due~~CA ~~bears~~as ~~interest~~Registrant’s atindependent ~~the~~accounting ~~rate~~firm, ofeffective ~~22% per annum~~immediately. The ~~Pursuant~~Company failed to ~~the~~notify ~~terms~~its ofpredecessor ~~the~~independent ~~Note~~accounting firm, ~~the Buyer is entitled~~dbbmckennon, atnor ~~its~~was ~~option,~~the atrequired ~~any~~8-K ~~time~~Item ~~after~~4.01 ~~180~~filed ~~days,~~timely. Upon tothe ~~convert~~Company ~~all~~filing orForm ~~any~~10-Q ~~amount~~for of the ~~principal~~three ~~amount~~months ofended ~~the~~February ~~Note~~28, ~~then outstanding~~2015 ~~into~~and ~~shares~~2014 ofas ~~the~~disclosed ~~Company’s~~in ~~common~~Item ~~stock~~4.02 atbelow aon ~~price~~August ~~per~~14. ~~share~~2015, ~~equal~~dbbmckennon toformally ~~50%~~resigned ofas the ~~average~~filing ofwas ~~the~~submitted ~~three~~without ~~lowest closing~~their ~~bid~~permission ~~prices~~or ~~for~~knowledge. On ~~the~~August 3014, ~~prior~~2015, ~~trading~~Registrant ~~days~~formally ~~ending~~accepted on the ~~latest~~resignation ~~complete~~of ~~trading~~dbbmckennon ~~day~~as ~~prior~~its toindependent ~~the~~audit ~~conversion date~~firm.

~~The~~In ~~terms of~~accordance ~~the~~with ~~Note~~Item ~~limit~~304(a)(1) ~~the number~~ of ~~shares~~Regulation S-K of ~~Company common stock into which~~ the ~~Note may be converted such that upon conversion~~SEC, ~~the~~ ~~Buyer~~Registrant is ~~and~~providing ~~its affiliates may not hold beneficially more than 4.99% of~~ the ~~Company’s~~following ~~outstanding common stock.~~information:

~~The Note contains customary covenants and provides for customary events of default~~1.

~~Common Stock~~The ~~Purchase~~former ~~Warrant~~accountant, dbbmckennon, was not notified at the time that it would be dismissed as the Company’s certifying accountants; however, its formal resignation was accepted on August 14, 2015.

On October 28, 2014 (the “Warrant Issuance Date”), the Company issued a warrant to purchase 1,262,500,000 shares of Company common stock (the “Warrant”) to the Buyer, in connection with the Buyer’s funding of the Note, and pursuant to the Common Stock Purchase Warrant (the “Warrant Agreement”)2.

The ~~Buyer may~~former ~~exercise~~principal ~~the~~accountant’s ~~Warrant,~~reports ~~and~~on ~~receive~~the ~~shares~~financial ofstatements ~~Company common stock, at an exercise price~~ of ~~$0.0003~~Registrant ~~per~~for ~~share (~~the ~~“Exercise Price”),~~last attwo ~~any~~fiscal ~~time~~years ~~beginning~~ending onNovember ~~the~~30, ~~Warrant~~2014 ~~Issuance Date~~ and ~~ending~~2013, atdid 6not ~~p.m.~~provide ~~(New~~an ~~York~~adverse ~~time)~~opinion onor ~~the~~disclaimer ~~fifth anniversary~~ of ~~the~~opinion, ~~Warrant~~and ~~Issuance~~were ~~Date~~not ~~(the~~modified ~~“Warrant~~as ~~Termination Date”). The Exercise Price is subject~~ to ~~adjustment~~uncertainty, ~~for~~audit ~~stock splits~~scope, ~~dividends,~~or ~~combinations,~~accounting ~~subsequent~~principles. The ~~equity~~reports ~~sales~~did, ~~and~~however, ~~subsequent~~express ~~rights~~substantial ~~offerings.~~doubt ~~The~~about ~~Warrant~~the ~~Agreement~~Company’s ~~provides~~ability ~~the Buyer~~to ~~with~~continue ~~cashless~~as ~~exercise~~a ~~rights~~going concern.

~~The Warrant and the rights granted to the Buyer thereunder are transferable if assigned in writing and pursuant to the terms of the Warrant Agreement~~3.

The ~~Company claims~~decision anto ~~exemption~~change ~~from~~accounting ~~the~~firms ~~registration~~on ~~requirements~~June of4, ~~the Securities Act~~2015, ~~for~~and the ~~private~~acceptance ~~placement~~ of ~~these~~the ~~securities~~resignation ~~pursuant to Section 4(a)(2)~~ of the ~~Securities~~engagement ~~Act~~of ~~and/or~~dbbmckennon ~~Regulation~~on DAugust ~~promulgated thereunder because~~14, ~~among other things~~2015, ~~the~~was ~~transaction did~~recommended ~~not involve a public offering, the Buyer is an accredited investor, the Buyer acquired the securities for investment~~ and ~~not resale,~~approved ~~and~~by the ~~Company~~Board ~~took~~of ~~appropriate~~Directors ~~measures to restrict the transfer~~ of the ~~securities~~Company.

~~Copies of the Securities Purchase Agreement, the Note and the Warrant Agreement are filed as Exhibits 10~~4.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing summaries of the terms of the Securities Purchase Agreement, the Note and the Warrant Agreement are qualified in their entirety by reference to Exhibits 10.1, 10.2 and 10.3, respectively.

During the two most recent fiscal years, there were no disagreements with the former accountants, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the former accountant’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report, and no such disagreements have ever been communicated to the Company. The former principal accountant has not reviewed or acted upon the financial statements of the Registrant for any period after the fiscal year ended November 30, 2014, and did not conduct any procedures on the quarterly report on Form 10-Q filed by Registrant for the quarter ended February 28, 2015 and 2014, filed on or about August 14, 2015, as reported in Item 3 4.02 below. ~~Unregistered~~On ~~Sales~~August 17, 2015 . dbbmckennon notified Registrant requested that corrective action be taken with respect to the filing of ~~Equity~~the ~~Securities~~Form 10-Q.

~~The information called for by this Item 3~~5.~~02 is contained in Item 1.01 hereof and incorporated herein by reference.~~

There were no events as described in Item ~~9.01.~~ ~~Financial~~304(a)(1)(v) ~~Statements~~of Regulation SK that occurred within the two prior fiscal years of the Registrant ending November 30, 2014 and ~~Exhibits~~2013 or any subsequent interim period.

(db) ~~Exhibits~~ Engagement of New Independent Registered Accounting Firm. On June 4, 2015, the Registrant engaged Anton & Chia, LLP (“Anton & Chia”) as its certifying accountants to audit its financial statements for the fiscal year ended November 30, 2015 and to review its interim financial statements for the quarterly periods ending February 28, 2015, May 31, 2015 and August 31, 2015. Anton & Chia is an independent accounting firm registered with the Public Company Accounting Oversight Board.

Exhibit No.		Description
10.1		Securities Purchase Agreement between Mass Hysteria Entertainment Company, Inc. and KBM Worldwide, Inc., dated as of October 28, 2014.
10.2		Convertible Promissory Note made by Mass Hysteria Entertainment Company, Inc. in favor of KBM Worldwide, Inc. dated October 28, 2014.
10.3		Common Stock Purchase Agreement between Mass Hysteria Entertainment Company, Inc. and KBM Worldwide, Inc., dated as of October 28, 2014.

During the two most recent fiscal years and any subsequent interim period preceding such engagement, the Registrant has not consulted Anton & Chia regarding either:

~~SIGNATURES~~1.

~~Pursuant~~ The application of accounting principles to a specific completed or contemplated transaction, or the ~~requirements~~type of ~~the~~audit ~~Securities~~opinion ~~Exchange~~that ~~Act~~might ofbe ~~1934~~rendered on the Registrant’s financial statements, and no written or oral advice was provided that was an important factor considered by the ~~registrant~~Registrant ~~has~~in ~~duly~~reaching ~~caused~~a ~~this~~decision ~~report~~as to beany ~~signed~~accounting, onauditing, or ~~its~~financial ~~behalf~~ reporting issue; except that Anton & Chia reviewed the financial statements incorporated in the Form 10-Q filed by Registrant for the ~~undersigned~~period ~~hereunto~~ended ~~duly~~February ~~authorized.~~28, 2015, filed on August 14, 2015; or,

	MASS HYSTERIA ENTERTAINMENT COMPANY, INC.
Date: October 31, 2014	By:	/s/ Daniel Grodnik
		Daniel Grodnik
		Chief Executive and Financial Officer

Any matter that was the subject of a disagreement (as described in Item 304(a)(i)(iv) of Regulation SK or a

reportable event (as described in Item 304(a)(1)(v) of regulation SK.

Although no items of disagreement as defined in paragraph (a)(1)(iv) of Item 3.04 of Regulation S-K exist or have been raised by the former accountants, the Registrant has provided a copy of this report and the disclosures it is making in response to Item 3.04(a) to the former accountants and requested the former accountants to furnish a letter addressed to the Commission within ten business days stating whether it agrees with the statements made in this report by Registrant, and, if not, stating the respects in which it does not agree. A copy of the former accountants’ letter responding to that request is attached as Exhibit 16.1 to this Report.

The Registrant requested Anton & Chia to review the disclosures contained herein prior to the filing of this report, and has provided them with the opportunity to furnish the Registrant with a letter addressed to the Commission containing any new information, clarification of the Registrants’ expression of its views, or the respects in which it does agree with the statements made by the Registrant in response to Item 304(a) of Regulation SK set forth above. No such letter has been or will be provided.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(b) On August 14, 2015, Registrant filed its Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2015 and 2014, which included financial statements reviewed by Anton & Chia, the newly appointed independent accounting firm retained by Registrant. However, because this Current Report on Form 8-K reporting on the termination of the former accounting firm, dbbmckennon, had not been filed at the time of the filing of the Quarterly Report on Form 10-Q on August 14, 2015, the former accountants advised Registrant on August 17, 2015 that the financial statements contained in that Quarterly Report should not be relied on because they were not reviewed by dbbmckennon . Since those financial statements were already reviewed by Anton & Chia prior to the filing, Registrant has concluded that no change in the Form 10-Q as filed is necessary and no non-reliance is appropriate.

(c) Registrant has provided a copy of this report and the disclosures it is making in response to Item 4.02(b) to the former accountants and requested the former accountants to furnish a letter addressed to the Commission within two business days stating whether it agrees with the statements made in this report by Registrant in response to Item 4.02(b), and, if not, stating the respects in which it does not agree. A copy of the former accountants’ letter responding to that request is attached as Exhibit 16.1 to this Report.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.


Number		Description
16.1		Letter dated August 18, 2015 from dbbmckennon.

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.

Mass Hysteria Entertainment Company, Inc.

Date: August 18, 2015

/s/ Daniel Grodnik

Daniel Grodnik, Chief Executive Officer

Filing Compare · Mass Hysteria Entertainment Company, Inc.