UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): MAY 25, 2005
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LIGHTEN UP ENTERPRISES INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Its Charter)
NEVADA
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(State or Other Jurisdiction of Incorporation)
000-50073 87-0576481
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(Commission File Number) (IRS Employer Identification No.)
2200 POWELL STREET, SUITE 675
EMERYVILLE, CALIFORNIA 94608
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(Address of Principal Executive Offices) (Zip Code)
(510) 601-2000
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(Registrant's Telephone Number, Including Area Code)
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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 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 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective May 25, 2005, Madsen & Associates, CPA's Inc. (M&A) was dismissed
as the independent auditor of Lighten Up Enterprises International, Inc., a
Nevada corporation (the Registrant). The board of directors and stockholders of
the Registrant approved the dismissal of M&A by written consent on May 9, 2005.
The board of directors and stockholders of the Registrant approved engaging
Stonefield Josephson, Inc. as the Registrant's independent auditor for the
fiscal year ending December 31, 2005 by written consent on April 6, 2005 and May
9, 2005, respectively. The Registrant's engagement of Stonefield Josephson, Inc.
is effective May 25, 2005. The change in auditors has been made in connection
with the Registrant's recent reverse merger transaction. The merger of a
wholly-owned subsidiary of the Registrant and Bionovo, Inc. (Bionovo) is
described more fully in a current report on Form 8-K dated April 6, 2005.
Historical reports filed by the Registrant after the merger will be those of
Bionovo, except with respect to the Registrant's Form 10-QSB for the quarter
ended March 31, 2005 which contains, in accordance with the rules and
regulations of the SEC, the financial information of the Registrant's historical
cookbook business which was discontinued on April 6, 2005.
The reports of M&A on the Registrant's financial statements for each of the
two fiscal years ended December 31, 2004 and 2003 did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles, except that the audit report
for the fiscal years ended December 31, 2004 and 2003 contained an explanatory
paragraph to the effect that the Registrant's need for additional working
capital for its planned activity and to service its debt, raised substantial
doubt as to its ability to continue as a going concern.
In connection with the audits of the Registrant's financial statements for
each of the two fiscal years ended December 31, 2004 and 2003 there were no
disagreements with M&A on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of M&A, would have caused M&A to make reference to
the matter in its reports.
During each of the two fiscal years ended December 31, 2004 and 2003 no
information is required to be reported under Item 304(a)(1)(iv)(B) of Regulation
S-B.
The Registrant has provided M&A with a copy of this current report on Form
8-K and has requested M&A to furnish the Registrant with a letter addressed to
the U.S. Securities and Exchange Commission stating whether it agrees with the
above statements and, if not, to state the respects in which it does not agree
with such statements. M&A's response letter, dated May 25, 2005, is filed as
Exhibit 16.1 to this current report on Form 8-K.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
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EXHIBIT NO. DESCRIPTION
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16.1 Madsen & Associates, CPA's Inc., Response Letter,
dated May 25, 2005.
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.
LIGHTEN UP ENTERPRISES
INTERNATIONAL, INC.
Date: May 27, 2005 By: /s/ ISAAC COHEN
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Isaac Cohen
President and Chief
Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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16.1 Madsen & Associates, CPA's Inc., Response Letter,
dated May 25, 2005.
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