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
July
28,
2006
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.
On
August
14, 2006, the relationship of Kid Castle Educational Corporation ("Kid Castle"
or the “Company”) with its independent registered public accounting firm, Robert
G. Jeffrey, Certified Public Accountant, of Wayne, New Jersey (“Jeffrey”), was
terminated by mutual agreement. Jeffrey was the Company’s accounting firm during
the time when financial statements were filed on Form 10-Q for the periods
ended
June 30, 2005 and September 30, 2005. Such Company filings do not contain an
adverse opinion or a disclaimer of opinion, and were not qualified or modified
by Jeffrey as to uncertainty, scope, or accounting principle.
During
the period from
July
11, 2005, the date on which Jeffrey was retained as the independent registered
public accountant for Kid Castle, through August 14, 2006 ,
there
were no disagreements with Jeffrey 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 Jeffrey, would have
caused it to make reference
thereto
in its reports on the financial
statements for such years. During the period that Jeffrey served as the
Company’s independent accountant he advised the Company that it should restate
its financial statements for the second and third quarters of 2005, due to
the
discovery of the fund withdrawals by the Company’s previous CFO,
Yu-En Chiu. Chiu's withdrawals and the Company’s action with respect thereto are
more fully described in the Company’s Form 8-K dated June 23, 2006. The Company
has agreed with Jeffery that it should restate its 2005 second and third quarter
financial statements.
The
Company has provided a copy of this Report on Form 8-K to Jeffery and requested
that he furnish the Company with a letter addressed to the SEC stating whether
it agrees with the statements made by the Company in response to this item.
Jeffrey’s letter is attached hereto as Exhibit 16.1.
On
July
28, 2006, we engaged Brock, Schechter & Polakoff, LLP, as our principal
accountant, to audit our consolidated financial statements for the year ending
December 31, 2005. During the years ended December 31, 2005 and 2004, and
through July 28,2006, neither we (nor anyone on our behalf) consulted Brock,
Schechter & Polakoff 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.
The
Company has provided a copy of this Report on Form 8-K to Brock, Schechter
&
Polakoff and invited it to furnish, if desired, a letter addressed to the
Commission containing any new information, clarification, or any respects in
which it does not agree with the statements made herein. Brock, Schechter &
Polakoff has indicated to the Company that it does not intend to file such
a
letter.
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 hereunto
duly authorized.
Dated:
August 14, 2006
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By:
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/s/ Suang - Yi Pai |
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Name:
Suang-Yi Pai
Title:
Chief Financial Officer
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INDEX
TO EXHIBITS
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| EXHIBIT NO. |
DESCRIPTION
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| 16.1 |
Letter
from
auditor
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