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
August
3,
2005
Date
of
Report (Date of earliest event reported )
Kid
Castle Educational Corporation
(Exact
name of registrant as specified in its charter)
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Florida
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333-39629
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59-2549529
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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8th
Floor, No. 98 Min Chuan Road
Hsien
Tien, Taipei, Taiwan R.O.C.
(Address
of Principal Executive Offices and Zip Code)
(011) 886-2-2218-5996
(Registrant’s
telephone number, including area code)
N/A
(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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
4.01. Change in Registrant’s Certifying Accountant.
Effective
August 3, 2005, Pricewaterhouse Coopers, Taipei, Taiwan (“Pricewaterhouse
Coopers”) resigned as our independent auditor. The audit reports of
Pricewaterhouse Coopers on our consolidated financial statements for the
two
most recent fiscal years ended December 31, 2004 and December 31, 2003 did
not
contain an adverse opinion or a disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope, or accounting principles except
a going
concern opinion expressed in their audit report for the fiscal year ended
December 31, 2004 regarding the company’s recurring loses from operations and
net capital deficiency. Our audit committee approved the resignation of
Pricewaterhouse Coopers.
During
our two most recent fiscal years ended December 31, 2004 and December 31,
2003,
and through the subsequent interim period ending March 31, 2005 there were
no
disagreements with the Pricewaterhouse Coopers on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or
procedure, which disagreement(s), if not resolved to the satisfaction of
the
former accountant, would have caused it to make reference to the subject
matter
of the disagreement(s) in connection with its report; nor has Pricewaterhouse
Coopers ever presented a written report, or otherwise communicated in writing
to
the Registrant or is board of directors the existence of any “disagreement” or
“reportable event” within the meaning of Item 304 of Regulation S-K except
during their audit, Pricewaterhouse Coopers brought to our attention a number
of
significant deficiencies in our current internal controls and management
systems
(“Reportable Event”). Member of our audit committee has discussed this
Reportable Event with Pricewaterhouse Coopers and the Company has authorized
Pricewaterhouse Coopers to respond fully to the inquiries of the successor
accountant concerning the subject matter of such Reportable Event. Although
we
have not resolved this Reportable Event to the satisfaction of Pricewaterhouse
Coopers, we believe that such internal control deficiencies were compensated
by
our management’s close supervision. Nonetheless, we are in the process of
remedying those internal control deficiencies in connection with the effort
to
comply with Sarbanes-Oxley Section 404 requirements.
On
August
3, 2005, we engaged Robert G. Jeffrey, Wayne, New Jersey, as our principal
accountant, to review our consolidated financial statements for the period
ending June 30, 2005 and September 30, 2005 and audit our financial statements
for the annual period ending December 31, 2005. During our two most recent
fiscal years, and any subsequent interim period ending March 31, 2005, neither
we (nor anyone on our behalf) consulted the newly engaged accountant regarding:
(i)
either: the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on our financial statements, and neither a written nor oral report
was
provided to us in which a conclusion reached by the new accountant was an
important factor considered by us in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) any
matter that was either the subject of a “disagreement” or a “reportable event”
within the meaning of Item 304 of Regulation S-K.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
caused this report to be signed on its behalf by the undersigned hereunto
duly
authorized.
Kid
Castle Educational Corporation
August
9,
2005
/s/
Kuo-An Wang
Kuo-An
Wang
Chief
Executive Officer