UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) – October 31, 2007
MYSTARU.COM,
INC.
(Exact
name of Registrant as Specified in Charter)
Delaware
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333-62236
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35-2089848
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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9/F.,
Beijing Business World,
56
Dongxinglong Avenue, CW District, Beijing, China 100062
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code - (86) 10 6702 6968
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Section
4 - Matters Related to Accountants and Financial
Statements
Item
4.01. Changes in Registrant’s Certifying
Accountant.
On
October 25, 2007, MyStarU.com, Inc. (the “Registrant”) dismissed Child, Van
Wagoner & Bradshaw, PLLC (“CV&B”) as its independent auditors, effective
immediately. On October 25, 2007, the Registrant engaged DNTW Chartered
Accountants, LLP (“DNTW”) as its successor independent audit firm. The
Registrant’s dismissal of CV&B and engagement of DNTW was approved by the
Registrant’s Board of Directors on October 25, 2007.
CV&B’s
audit reports on the Registrant’s consolidated financial statements as of the
fiscal years ended September 30, 2006 and 2005 did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
In
connection with the audits of the Registrant’s financial statements for each of
the two most recently filed financial statements for the years ended September
30, 2006 and 2005 and through the date hereof, there were no disagreements
between the Registrant and CV&B on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which
disagreements, if not resolved to CV&B’s satisfaction, would have caused
CV&B to make reference to the matter in its reports on the financial
statements for such years.
In
connection with the audits of the Registrant’s financial statements for each of
the two most recently filed financial statements for the years ended September
30, 2006 and 2005 and through the date hereof, there have been no “reportable
events” as defined in Regulation S-B, Item 304(a)(1)(iv).
The
Registrant has requested that CV&B furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of CV&B’s letter will be filed with the SEC upon
receipt.
In
deciding to select DNTW, the Board of Directors reviewed auditor independence
issues and existing commercial relationships with DNTW and concluded that DNTW
has no commercial relationship with the Registrant that would impair its
independence. During the Registrant’s fiscal years ended September 30, 2006 and
2005 and through the date hereof, the Registrant did not consult with DNTW
regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii)
of Regulation S-B.
Section
5 – Corporate Governance and Management
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Resignation
of Chief Financial Officer
Effective
October 29, 2007, Yan Liu resigned as Chief Financial Officer of the
Registrant.
Appointment
of Chief Financial Officer
On
October 29, 2007, the Registrant appointed James T. Crane to serve as its Chief
Financial Officer.
Mr.
Crane
is the founder of J. Crane & Company, P.C., a Cambridge, Massachusetts-based
professional services firm (the “Firm”). The Firm is registered with the
Public Company Accounting Oversight Board to conduct audits of public companies
and currently provides auditing, accounting, tax and public company regulatory
compliance services to clientele in 23 states and 6 foreign
countries.
Mr.
Crane
is a certified public accountant licensed by Massachusetts and in good
standing. Prior to organizing J. Crane & Company, P.C., Mr. Crane was
a partner in the Lexington, Massachusetts professional services firm of Baker,
O’Connor & Sullivan, LLC. Mr. Crane began his career with Ernst &
Young. Mr. Crane received a B.S. degree in Accountancy from
BentleyCollege. Mr. Crane currently serves as a director of Commerce
Planet, Inc., an affinity and lead generation services company, which is traded
publicly on the Over the Counter Bulletin Board. Mr. Crane also serves and
has
served as Chief Financial Officer of several current and former clients of
J.
Crane & Company, P.C. and has served and continues to serve as a member of
the board of directors of various Boston-area not-for-profits. Mr. Crane
is a member of the American Institute of Certified Public Accountants and the
Massachusetts Society of Certified Public Accountants.
In
connection with Mr. Crane’s appointment, the Registrant has entered into a
compensation arrangement whereby Mr. Crane is entitled to receive 735,000
shares
of the Registrant’s common stock, to vest over a two year period.
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.
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MYSTARU.COM,
INC.
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Date:
October
31, 2007 |
By: |
/s/ Alan
Lun |
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Alan
Lun
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Chief
Executive Officer
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