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
0-32201
  33-0824714
 
 
 
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(IRS Employer Identification Number)
 
 
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.
 
 
 
 
 
TASCO HOLDINGS INTERNATIONAL, INC.
 
 
 
 
 
 
 
By:  
/s/ David R. Koos
 
 
 
David R. Koos, Chief Executive Officer,
President and Chairman
Date: August 7, 2006