Check
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o Pre-commencement
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ITEM
4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On
April
4, 2007, ASAP Show, Inc. (the "Company") dismissed KMS 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.
The
Former Auditor's report on the Company's financial statements for each of
the
years ended May 31, 2005 and 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.
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 Corbin & Company LLP, dated April 4, 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)
|
|
|
|
| Date: April
23, 2007 |
By: |
/s/ Frank
Yuan
|
| |
Frank Yuan |
| |
Chairman
and CEO |