UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) September 12, 2008
BRITTON INTERNATIONAL INC.
______________________________________________________
(Exact Name of Registrant as Specified in Charter)
Nevada 000-52861 47-0926554
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
401 Wilshire Boulevard
Suite 1065
Santa Monica, CA
90401
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(Address of principal executive offices) (Zip Code)
(877) 355-1388
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Registrant's telephone number, including area code
N/A
_____________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below of the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of 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))
ITEM 5.01 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On September 12, 2008, the Company ended the engagement of Schumacher &
Associates, Inc., LLC ("Schumacher") as its independent certified public
accountants. The decision was approved by the Board of Directors of the Company.
The report of Schumacher on the Company's financial statements for the
fiscal years ended April 30, 2008 and 2007 did not contain an adverse opinion or
disclaimer of opinion. During the Company's fiscal years ended April 30, 2008
and 2007, there were no disagreements with Schumacher on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Schumacher, would have caused Schumacher to make reference to the subject matter
of the disagreements in connection with its report on the financial statements
for such years or subsequent interim periods.
The Company requested that Schumacher furnish it with a letter addressed to
the Company confirming its dismissal and whether or not it agrees with the
Company's financial statements. A copy of the letter furnished by Schumacher in
response to that request, dated September 12, 2008 is filed as Exhibit 16.1 to
this Form 8-K.
(b) On September 12, 2008, Morgenstern, Svoboda & Baer, CPA's, P.C.
("Morgenstern") was engaged as the Company's new independent certified
accountants. During the two most recent fiscal years and the interim period
preceding the engagement of Morgenstern, the Company has not consulted with
Morgenstern 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 the Company's financial statements; or (ii)
any matter that was either the subject of a disagreement or event identified in
paragraph (a)(1)(iv) of Item 304 of Regulation S-B.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) EXHIBITS.
16.1 Letter re: Change of Certifying Accountant
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BRITTON INTERNATIONAL INC.
Date: September 15, 2008
By: /s/ DONALD K. BELL
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Name: Donald K. Bell
Title: Director and President
(Principal Executive) and Financial
and Accounting Officer
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