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): August 2, 2005
BONGIOVI ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-23365 33-0840184
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
6000 Fairview Road, 12th Floor, Charlotte, North Carolina 28210
(Address of principal executive offices) (zip code)
(704) 552-3590
(Registrant's telephone number, including area code)
Copies to:
Thomas A. Rose, Esq.
Yoel Goldfeder, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
39 Hansen Farm Road, North Haven, Connecticut 06473
(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))
Item 4.01. Changes in Registrant's Certifying Accountant.
On August 2, 2005, as a result of the acquisition of Refuel America, Inc.,
we dismissed Stark Winter Schenkein & Co., LLP as our principal independent
accountant. From the date of Stark Winter Schenkein & Co., LLP 's appointment
through the date of their dismissal on August 2, 2005, there were no
disagreements between our company and Stark Winter Schenkein & Co., LLP on any
matter listed under Item 304 Section (a)(1)(iv) A to E of Regulation S-B,
including accounting principles or practices, financial statement disclosure or
auditing scope or procedure which, if not resolved to the satisfaction of Stark
Winter Schenkein & Co., LLP would have caused them to make reference to the
matter in its reports on our financial statements.
We provided Stark Winter Schenkein & Co., LLP with a copy of this Current
Report on Form 8-K on August 8, 2005, prior to its filing with the SEC, and
requested that they furnish us with a letter addressed to the SEC stating
whether they agree with the statements made in this Current Report on Form 8-K,
and if not, stating the aspects with which they do not agree. A copy of the
letter provided by Stark Winter Schenkein & Co., LLP, will be filed by
amendement.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
Exhibit
Number Description
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16.1 Letter from Stark Winter Schenkein & Co., LLP (to be filed by amendement)
1
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 hereunto duly authorized.
BONGIOVI ENTERTAINMENT, INC.
Dated: August 8, 2005 By: /s/ John King
-----------------------------------
Name: John King
Title: Chief Executive Officer