|
Item
4.01
|
Change
in Registrant’s Certifying
Accountant
|
On
August 13, 2007 ASAP Show, Inc.
completed a reverse merger in which the shareholders of Sino-American Petroleum
Group, Inc. received a majority of the capital stock of ASAP Show, Inc. in
exchange for the outstanding capital stock of Sino-American Petroleum Group,
Inc. At the time of the reverse merger, Paritz & Company, P.A.
was the independent auditor of record for Sino-American Petroleum Group,
Inc.
and for its subsidiary, Tongliao Yili Asphalt Co. Accordingly, on
August 13, 2007, by reason of the reverse merger, Paritz & Company, P.A.
became the principal independent accountant for ASAP Show,
Inc. Therefore, on October 15, 2007, the Board of Directors of ASAP
Show, Inc. dismissed Sutton Robinson Freeman & Co., P.C. from its position
as the principal independent accountant for ASAP Show, Inc.
The
audit report of Sutton Robinson
Freeman & Co., P.C. on ASAP Show, Inc.’s financial statements for the year
ended May 31, 2007 contained a modification expressing substantial doubt
about
ASAP Show, Inc.’s ability to continue as a going concern. The audit
report of Sutton Robinson Freeman & Co., P.C. on ASAP Show, Inc.’s financial
statements for the year ended May 31, 2007 did not contain any other adverse
opinion or disclaimer of opinion or qualification. Sutton Robinson
Freeman & Co., P.C. did not, during the applicable periods, advise ASAP
Show, Inc. of any of the enumerated items described in Item 304(a)(1)(iv)
of
Regulation S-B.
ASAP
Show, Inc. and Sutton Robinson
Freeman & Co., P.C. did not, during ASAP Show, Inc.’s two most recent fiscal
years or any subsequent period through the date of dismissal, have any
disagreement on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement,
if not
resolved to Sutton Robinson Freeman & Co., P.C.’s satisfaction, would have
caused Sutton Robinson Freeman & Co., P.C. to make reference to the subject
matter of the disagreement in connection with its reports.
ASAP
Show, Inc. has requested Sutton
Robinson Freeman & Co., P.C. to furnish a letter addressed to the Securities
and Exchange Commission stating whether or not Sutton Robinson Freeman &
Co., P.C. agrees with the statements in this 8-K. A copy of such
letter is filed as exhibit 16 to this 8-K.
As
explained in the first paragraph of
this report, on August 13, 2007 Paritz & Company, P.A. assumed the position
of the principal independent accountant for ASAP Show, Inc. At no time during
the past two fiscal years or any subsequent period prior to August 13, 2007
did
ASAP Show, Inc. consult with Paritz & Company, P.A. regarding any
matter of the sort described above with reference to Sutton Robinson Freeman
& Co., P.C., any issue relating to the financial statements of ASAP Show,
Inc., or the type of audit opinion that might be rendered for ASAP Show,
Inc.
