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)     06-10-03
                                                          --------------------


                                   Rapidtron, Inc.
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             (Exact name of registrant as specified in its charter)


            Nevada                000-31713                  88-0455472
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(State or other jurisdiction     (Commission                (IRS Employer
      of incorporation           File Number)             Identification No.)


       3151 Airway Avenue, Costa Mesa, California              92626-4627
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        (Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code     949-759-9400


- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

ITEM  4.     CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT.

     a)     Effective on or about  June 10, 2003,  we terminated the services of
our principal independent auditor, Beckstead & Watts, LLP, 3340 Wynn Road, Suite
#C, Las Vegas, NV 89102, telephone number (702) 528-1984 (the "Former
Accountant").

          i.     We  dismissed  the  Former  Accountant.

          ii.    No  adverse  opinion  or  disclaimer of opinion was made during
the  past  two  years  by  the  Former  Accountant, and no opinion of the Former
Accountant  was  qualified  or  modified  as  to  uncertainty,  audit  scope  or
accounting  principals.

          iii.   The  change  in  auditors  was  recommended  by  our  Board  of
Directors.

          iv.    During  the two most recent fiscal years and the interim period
preceding  such dismissal, we are not aware of any disagreements with the Former
Accountant  on  any  matter  of  accounting  principals  or practices, financial
statement  disclosure, or auditing scope or procedure, which disagreement(s), if
not  resolved to the satisfaction of the Former Accountant, would have caused it
to  make  references  to the subject matter of the disagreement(s) in connection
with  its  report.

          v.     We  are  not  aware of any reportable events that have occurred
during  the  two  most  recent fiscal years and the interim period preceding the
dismissal  of  the  Former  Accountant.

     b)     We  have engaged a new principal independent accountant effective on
or  about  June 10,  2003, to act as an independent accountant to audit both our
financial  records  and  that  of  our  subsidiary,  Rapidtron, Inc., a Delaware



corporation,  upon  which  we will rely in reports filed with the Securities and
Exchange  Commission.  Our  new accountant is SQUAR, MILNER, REEHL & WILLIAMSON,
LLP,  4100  Newport Place, Suite 300, Newport Beach, California 92660, telephone
number  949-222-2999,  fax  949-222-2989 (the "New Accountant").  During the two
most recent fiscal years and the interim period preceding the appointment of the
New  Accountant,  we  have  not  consulted  the New Accountant regarding either:

          (i)     The  application  of  accounting  principles  to  a  specified
transaction,  either  completed  or  proposed; or the type of audit opinion that
might  be rendered on our financial statements, and neither a written report nor
advice  was  provided  to  us that the New Accountant concluded was an important
factor considered by us in reaching a decision as to the accounting or financial
reporting  issue;  or

          (ii)     Any matter that was either the subject of a disagreement or a
reportable event (as defined in Regulation S-B, Item 304(a)(1)).

ITEM  7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)     Exhibits.

        16.1   Letter  to Squar, Milner, Reehl & Williamson, LLP, dated June 11,
               2003

        16.2   Letter to Beckstead & Watts, LLP , dated June 11, 2003

                                   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.

                                  RAPIDTRON, INC., a Nevada corporation

Date:  June 11, 2003              By:  /s/  John  Creel
                                  ----------------------------------------------
                                  John  Creel,
                                  Chief  Executive  Officer

                                  By:  /s/  Steve  Meineke
                                  ----------------------------------------------
                                  Steve  Meineke,
                                  Principal  Financial  Officer


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