UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
February 11, 2004
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Commission File Number: 0-50073
LIGHTEN UP ENTERPRISES INTERNATIONAL, INC.
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(Exact name of small business issuer as specified in its charter)
NEVADA 87-0576481
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(State of incorporation) (I.R.S. EMPLOYER ID NO.)
4423 South 1800 West
Roy, Utah 84067
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(Address of principal executive offices) (Zip Code)
(801) 732-1464
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(Issuer's telephone number, including area code)
N/A
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(Former Name or Former Address if changed Since Last Report)
Item 1. Changes in Control of Registrant.
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None; not applicable.
Item 2. Acquisition or Disposition of Assets.
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None; not applicable.
Item 3. Bankruptcy or Receivership.
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None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
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On February 11, 2004, management of the Company met with MADSEN &
ASSOCIATES, Certified Public Accountants, in Salt Lake City, Utah, for the
purpose of determining whether MADSEN & ASSOCIATES, would be interested in
becoming the Company's new independent auditors. After such meeting, the
Board of Directors decided to dismiss SELLERS & ANDERSEN and retain MADSEN &
ASSOCIATES as the Company's independent auditors. The Board of Directors
notified SELLERS & ANDERSEN of the Board's decision to change auditors on
February 11, 2004.
At the meeting with MADSEN & ASSOCIATES, or prior thereto, no one
representing the Company consulted with MADSEN & ASSOCIATES regarding the
application of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on, or with
regard to, the Company's financial statements and SELLERS & ANDERSEN had not
provided the Company or someone on its behalf either written or oral advice on
any factor, issue or item of accounting, auditing or financial reporting.
During the two years ended December 31, 2002 and during the
subsequent quarterly periods of 2003, the reports of prior auditors did not
contain any adverse opinion or disclaimer of opinion and were not qualified or
modified as to audit scope or accounting principles. However, the reports of
prior auditors expressed that there was substantial doubt about the Company's
ability to continue as a going concern.
During the two years ended December 31, 2002 and throughout the
following quarters of 2003, there were no disagreements between the Company
and its prior auditors, including SELLERS & ANDERSEN, whether resolved or not
resolved, on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which, if not resolved,
would have caused them to make reference to the subject matter of the
disagreement in connection with their reports.
The Company has provided SELLERS & ANDERSEN with a copy of the
disclosure provided under this caption of this Report, and has advised them to
provide the Company with a letter addressed to the Securities and Exchange
Commission as to whether they agree or disagree with the disclosures made
herein.
Item 5. Other Events and Regulation FD Disclosure.
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None; not applicable.
Item 6. Resignations of Directors and Executive Officers.
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None; not applicable.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro Forma Financial Information.
None; not applicable.
(c) Exhibits.
Description of Exhibit Exhibit Number
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Letter on change in certifying accountant 16
Item 8. Change in Fiscal Year.
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None; not applicable.
Item 9. Regulation FD Disclosure.
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None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and 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., Issuer
/s/ Gary C. Lewis
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By: Gary C. Lewis
Its: President and Chairman of the Board
Dated: February 11, 2004