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 Event Requiring Report: August 8, 2003
MARX TOYS AND ENTERTAINMENT CORP.
(Exact name of registrant as specified in its charter)
Nevada 000-25037 22-3360133
(State of Incorporation)(Commission File Number) (IRS Employer
Identification #)
Steven Wise, President
101 South 15th Street
Sebring, Ohio 44672
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(Address of Principal Executive Offices)
(330) 938-1749
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(Registrant's telephone number, including area code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On August 8, 2003, the Registrant notified its Independent Auditor,
Ehrenkrantz Sterling & Co., LLC, that it was being replaced as the Independent
Auditor of the Registrant, by Kempisty & Company, P.C.
On August 9, 2003, the management of the Registrant engaged Kempisty & Company,
P.C located at 25 Madien Lane, New York, New York 10038, as its independent
auditors to audit its financial statements for the fiscal year ended December
31, 2003. The decision to retain Kempisty & Company, P.C was approved by the
Registrant's Board of Directors.
Ehrenkrantz Sterling & Co., LLC, has not issued any audit reports on the
Registrant's financial statements since their appointment on December 26, 2001,
and did not issue an adverse opinion or a disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope or accounting principles,
however, Ehrenkrantz Sterling & Co., LLC`s report for the year ended December 3,
2002 and December 31, 2001 was modified as to the uncertainty of a going
concern.
During the period of their engagement through August 8, 2003, there were no
disagreements between Ehrenkrantz Sterling & Co., LLC, and the Registrant 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 Ehrenkrantz Sterling & Co., LLC, would have caused them to make
reference to the subject matter of the disagreement in connection with its
reports on the Registrant`s financial statements, other than the fee dispute
that has arisen between the parties.
The Registrant has furnished Ehrenkrantz Sterling & Co., LLC with a copy of this
report and has requested them to furnish a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the above statements. A
copy of the resignation letter is to be attached as Exhibit 16 to this Form 8-K
by amendment.
(b) Effective July 31, 2003, Kempisty & Company, P.C, has been retained
as independent auditor of Marx Toys and Entertainment Corp., the Registrant, and
was retained as independent auditor of the registrant for the fiscal year ending
December 31, 2003. Prior to the engagement, Registrant did not consult with
regarding the application of accounting principles to a specified transaction,
or the type of audit opinion that may be rendered with respect to the
Registrant`s financial statements, as well did not consult with Kempisty &
Company, P.C, as to the application of accounting principles to a specific
completed or contemplated transaction, or the type of audit opinion that might
be rendered on the small business issuer`s financial statements and either
written or oral advice was provided that was an important factor considered by
the small business issuer in reaching a decision as to the accounting, auditing
or financial reporting issue.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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Exhibit Number Description of Documents
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
By: /s/ Steven Wise
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Steven Wise
President
Date: August 4, 2003