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) March 4, 2005
--------------------------
BPK Resources, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-27339 88-0426887
- -----------------------------------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
264 Union Boulevard, First Floor
Totowa, New Jersey 07512
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (973) 956-8400
-----------------------------
- --------------------------------------------------------------------------------
(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))
Section 4 - Matters Related to Accountants and Financial
Statements
Item 4.01 Changes in Registrant's Certifying Accountant
(a) Dismissal of Independent Accountant.
(i) On March 4, 2005, the Board of Directors of BPK Resources, Inc.
(the "Company") dismissed L J Soldinger Associates, LLC as the Company's
independent accountant.
(ii) The report of L J Soldinger Associates, LLC regarding the
Company's financial statements for the fiscal year ended December 31, 2003 did
not contain any adverse opinion or disclaimer of opinion and was not modified as
to uncertainty, audit scope or accounting principles, except that such report
was modified to express substantial doubt about the Company's ability to
continue as a going concern. L J Soldinger Associates, LLC did not conduct an
audit of the Company's financial statements for the fiscal year ended December
31, 2004.
(iii) During the fiscal years ended December 31, 2004 and 2003, and
during the interim period ended March 4, 2005, there were no disagreements with
L J Soldinger Associates, LLC on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, that,
if not resolved to the satisfaction of L J Soldinger Associates, LLC, would have
caused it to make reference thereto in its reports regarding the Company's
financial statements for such years.
(iv) The Company requested that L J Soldinger Associates, LLC furnish
the Company with a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the above statements and, if it does not agree,
the respects in which it does not agree. A copy of such letter, dated March 4,
2005, is filed as Exhibit 16 to this Current Report on Form 8-K.
(b) Engagement of Independent Accountant
(i) On March 4, 2005, the Board of Directors of the Company engaged
Malone & Bailey, PC ("Malone & Bailey") as its independent accountant.
(ii) During the fiscal years ended December 31, 2004 and 2003, the
Company did not consult Malone & Bailey regarding the application of accounting
principles to a specific completed or contemplated transaction or regarding the
type of audit opinion that might be rendered by Malone & Bailey on the Company's
financial statements, and Malone & Bailey did not provide any written or oral
advice that was an important factor considered by the Company in reaching a
decision as to any such accounting, auditing or financial reporting issue.
2
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.
BPK Resources, Inc.
Date: March 4, 2005 By: /s/ Christopher H. Giordano
----------------------------
Christopher H. Giordano
Chief Executive Officer
3