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) May 12, 2005
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Kirshner Entertainment & Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
000-24977 65-1053546
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(Commission File Number) (IRS Employer Identification No.)
No. 476 Hutai Branch Road, Baoshan District, Shanghai, China 200436
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(Address of Principal Executive Offices) (Zip Code)
(86)21-56689332
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(Registrant's Telephone Number, Including Area Code)
5200 N.W. 33rd Avenue, Suite 215, Ft. Lauderdale, FL 33309
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(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 133-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On May 12, 2005, Kirshner Entertainment & Technologies, Inc.
("Kirshner") dismissed Berkovits, Lago & Company, LLP. as its independent
registered public accounting firm. Berkovits, Lago & Company, LLP had been the
independent registered public accounting firm for and audited the consolidated
financial statements of Kirshner as of December 31, 2004 and 2003. The reports
of Berkovits, Lago & Company, LLP on the financial statements of Kirshner for
the past two fiscal years contained no adverse opinion or disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope or accounting
principles, except such reports were modified as to an explanatory paragraph
relating to Kirshner's ability to continue as a "going concern" as a result of
its lack of existing commitments from lenders to provide necessary financing,
lack of sufficient working capital, and recurring losses from operations. The
decision to change accountants was approved unanimously by the Board of
Directors.
In connection with the audit for the two most recent fiscal years and
in connection with Berkovits, Lago & Company, LLP.'s review of the subsequent
interim periods preceding dismissal on May 12, 2005, there have been no
disagreements between Kirshner and Berkovits, Lago & Company, LLP. on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the satisfaction of
Berkovits, Lago & Company, LLP., would have caused Berkovits, Lago & Company,
LLP. to make reference thereto in their report onKirshner's financial statements
for these fiscal years. During the two most recent fiscal years and prior to the
date hereof Kirshner had no reportable events (as defined in Item 304(a)(1) of
Regulation S-B).
On May 12, 2005 Kirshner engaged Sherb & Co., LLP. as its
independent registered public accounting firm. Kirshner had not consulted with
Sherb & Co., LLP. regarding the application of accounting principles to any
contemplated or completed transactions nor the type of audit opinion that might
be rendered on Kirshner's financial statements, and neither written nor oral
advice was provided that would be an important factor considered by Kirshner in
reaching a decision as to an accounting, auditing or financial reporting issues.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16.1 Letter from Berkovits, Lago & Company, LLP. to the
Securities and Exchange Commission dated May 13, 2005.
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 hereunder duly authorized.
Kirshner Entertainment & Technologies, Inc.
By:/s/ Xuelian Bian
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Xuelian Bian, Chief Executive Officer
DATED: May 12, 2005