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o
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o 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
April
4, 2007, ASAP Show, Inc. (the "Company") dismissed KMJ Corbin & Company LLP
(formerly Corbin & Company, LLP) (the "Former Auditor") as its independent
registered public accounting firm. The Company's dismissal of the Former
Auditor
was made by the Audit Committee of the Board of Directors of the Company,
and,
was ratified by the entire Board of Directors at its meeting on April 4,
2007.
Except
as
noted below, the Former Auditor's report on the Company's financial statements
for each of the eleven-month period ended May 31, 2005 and the year ended
May
31, 2006 did not contain an adverse opinion or disclaimer of opinion, nor
were
such reports qualified or modified as to uncertainty, audit scope or accounting
principals.
The
reports of the Former Auditor on the Company's financial statements as
of and
for the eleven-month period ended May 31, 2005 and the year ended May 31,
2006
contained an explanatory paragraph which noted that there was substantial
doubt
as to the Company's ability to continue as a going concern as the Company
has
suffered recurring losses from continuing operations.
In
connection with the audit for the year ended May 31, 2005 and for the year
ended
May 31, 2006, and the subsequent interim period through the date of dismissal,
there were no disagreements with the Former Auditor on any matter of accounting
principals or practices, financial statement disclosure, or auditing scope
or
procedure, which disagreement(s), if not resolved to the satisfaction of
the
Former Auditor, would have caused it to make references to the subject matter
of
the disagreement(s) in connection with its reports on the financial statements
for such years.
The
Company has engaged the firm of Sutton Robinson Freeman & Co., P.C. (the
"New Auditor") as its independent auditor effective on or about April 1,
2007,
to act as its independent auditor for the fiscal year ending May 31,
2007.
During
the two most recent fiscal years and the interim period preceding the
appointment of the New Auditor, the Company has not consulted the New Auditor
regarding either (i) the application of the 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, and neither a written
report nor advice was provided to the Company that the New Auditor concluded
was
an important factor considered by the Company in reaching a decision as to
the
accounting of financial reporting issue; or (ii) any matter that was either
the
subject of a disagreement or a reportable event (as defined in Regulation
S-K,
Item 304(a)(1)).
The
Company has authorized and requested the Former Auditor to respond fully
to the
inquiries of the New Auditor regarding the matters above.
The
Company has provided the Former Auditor with a copy of the disclosures it
is
making herein in response to Item 304(a) of Regulation S-K. The Registrant
requested that the Former Auditor furnish the Registrant with a letter addressed
to the Commission stating whether it agrees with the statements made by the
Registrant. The Registrant has annexed such letter hereto as Exhibit
16.1.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a)
Not
applicable
(b)
Not
applicable
(c)
The
following document is filed herewith as an exhibit to this Form
8-K:
16.1
Letter from KMJ Corbin & Company LLP, dated May 1, 2007.
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant has
caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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ASAP
SHOW, INC.
(Registrant)
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|
|
|
| Date: May
2, 2007 |
By: |
/s/ Frank
Yuan
|
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Frank Yuan |
| |
Chairman
and CEO |