SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 23, 2004
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SOYO GROUP, INC.
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(Exact name of Registrant as Specified in Charter)
Nevada 333-42036 95-402724
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(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1420 South Vintage Avenue
Ontario, California 91761
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (909) 937-0778
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(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant
(a) Previous Independent Accountants
Effective July 23, 2004, Soyo Group, Inc. (the "Company") dismissed
Grobstein, Horwath & Company LLP ("Grobstein"), as the Company's independent
registered public accounting firm. Effective July 26, 2004, the Company engaged
Vasquez & Company LLP ("Vasquez") as the Company's new independent registered
public accounting firm. The dismissal of Grobstein and the engagement of Vasquez
were approved by the Company's Board of Directors.
Grobstein audited the Company's financial statements for the fiscal
years ended December 31, 2002 and 2003. Grobstein's reports for these periods
did not contain an adverse opinion or a disclaimer of opinion, nor were they
qualified or modified as to audit scope or accounting principles, except that
such reports contained a modification paragraph that indicated that as a result
of the Company's losses from operations there was substantial doubt about the
Company's ability to continue as a going concern.
During the fiscal years ended December 31, 2002 and 2003, and the
interim period from January 1, 2004 through July 23, 2004, there were no
disagreements with Grobstein on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Grobstein, would have
caused such firm to make reference to the subject matter of the disagreements in
connection with its reports on the Company's financial statements.
In addition, there were no such events as described under Item
304(a)(1)(v) of Regulation S-K during the fiscal years ended December 31, 2002
and 2003 and the interim period from January 1, 2004 through July 23, 2004,
except that (a) as more specifically described in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2003 (Item 9A) and Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2004 (Item 4), the
Company's disclosure controls and procedures were not adequate and (b) by letter
dated July 15, 2004, Grobstein stated that it noted certain deficiencies
involving internal controls that Grobstein considered to be significant
deficiencies that, in the aggregate, constitute material weaknesses under
standards established by the American Institute of Certified Public Accountants.
Grobstein discussed the significant deficiencies and material weaknesses set
forth in the above-mentioned letter with the Company's board of directors.
The Company has authorized Grobstein to respond fully to inquiries of
Vasquez regarding the matters set forth in the preceding paragraph.
The Company has provided Grobstein with a copy of the disclosures
contained herein, and has requested that it furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the statements made by the Company in response to Item 304(a) regarding its
involvement with the Company as its independent registered public accounting
firm and, if not, stating the respects in which it does not agree. Grobstein's
response is included as Exhibit 16.1
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(b) New Independent Accountants.
During the years ended December 31, 2002 and 2003, and the subsequent
interim period from January 1, 2004 through July 26, 2004, neither the Company,
nor anyone on its behalf, consulted with Vasquez 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
the Company's financial statements and no written report or oral advice was
provided that Vasquez concluded was an important factor considered by the
Company 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 as defined at Item 304(a)(1)(iv) or a reportable event as defined
at Item 304 (a)(1)(iv) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements. None
(b) Pro Forma Financial Statements. None
(c) Exhibits.
Exhibit No. Description
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16.1 Letter from Grobstein, Horwath & Company, LLP addressed to the
United States Securities and Exchange Commission
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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.
SOYO GROUP, INC.
Date: August 9, 2004 By: /s/Ming Tung Chok
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Name: Ming Tung Chok
Title: President and Chief Executive Officer
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