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): August 7, 2006
Tasco
Holdings International, Inc.
(Exact
Name of Company as Specified in Charter)
Delaware
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0-32201
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33-0824714
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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8885
Rehco Road, San Diego, California 92121
(Address
of Principal Executive Offices, Zip Code)
Company’s
telephone number, including area code: (619) 398-3517 ext. 308
23
Brigham Road, Worcester, Massachusetts 01609
(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 Company under any of the Following
provisions:
[
] Written
communication 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 13e-4(c) under the exchange Act (17 CFR
240.13e-4(c)).
ITEM
4.01 CHANGES IN COMPANY'S CERTIFYING ACCOUNTANT.
(a)
On
August 7, 2006 Armando C Ibarra, CPA (“Ibarra”), the independent accountant of
Tasco Holdings International Inc. (the “Company”) who was engaged previously to
audit the Company’s financial statements, declined to stand for re-election as
the Company’s independent accountant.
Ibarra’s
report of the Company’s financial statements for the fiscal years ended
September 30, 2004 and September 30, 2005 did not contain any adverse opinion
or
disclaimer of opinion, nor was modified as to uncertainty, audit scope, or
accounting principles. The audit reports prepared by Ibarra for the fiscal
years
ending September 30, 2005 and 2004 contained a paragraph with respect to the
Company's ability to continue as a going concern.
During
the
most recent fiscal years ended September 30, 2005 and 2004 and
through
the
date
of Ibarra’s decision not to stand for re-election as the Company’s independent
accountant on July 26, 2006, there were no disagreements with Ibarra on any
matter of accounting principles or practices, financial statement disclosure,
or
auditing scope or procedure, which, if not resolved to the former accountant's
satisfaction, would have caused it to make reference to the subject matter
of
the disagreement in connection with its report.
In
addition, there were no "reportable events" as described in Item
304(a)(1)(iv)(B)1 through 3 of Regulation S-B that occurred within the Company's
most recent fiscal year and the subsequent interim period preceding Ibarra’s
decision not to stand for re-election.
Ibarra’s
decision not to stand for re-election was not recommended or approved by the
Board of Directors, nor was such approval or recommendation
required.
(b)
Effective on August 7, 2006 the firm of Chang G. Park, CPA (“Park”) was engaged
to serve as the new principal accountant to audit the Company's financial
statements.
The
engagement of Park as the new principal accountant to audit the Company's
financial statements was approved by the Board of Directors of the
Company.
During
the
Company's most recent fiscal year, and the subsequent interim period prior
to
engaging Park, neither the Company (nor someone on its behalf) consulted Park
regarding any matter.
(c)
The
Company has provided Ibarra with a copy of the disclosures it is making in
this
Form 8-K and has requested Ibarra to furnish a letter addressed to the
Commission stating whether it agrees with the statements made by the Company
and, if not, stating the respects in which it does not agree.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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TASCO
HOLDINGS INTERNATIONAL, INC.
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By:
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/s/ David
R. Koos
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David
R. Koos, Chief Executive Officer,
President
and Chairman
Date: August
7, 2006
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