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): March 19, 2007
Zagg
Incorporated
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-52211
|
20-2559624
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
3855
South 500 West, Suite J
Salt
Lake City, Utah
|
84115
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (801)
263-0699
Amerasia
Khan Enterprises Ltd.
(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 registrant under any of the following
provisions:
[
]
Written
communications pursuant to Rule 425 under the Securities Act (17CFR
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))
This
Report contains forward-looking statements. All forward-looking statements
are
inherently uncertain as they are based on current expectations and assumptions
concerning future events or future performance of the Company. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which
are only predictions and speak only as of the date hereof. Forward-looking
statements usually contain the words “estimate,” “anticipate,” “believe,”
“expect,” or similar expressions, and are subject to numerous known and unknown
risks and uncertainties. In evaluating such statements, prospective investors
should carefully review various risks and uncertainties identified in this
Report, including the matters set forth under the captions “Risk Factors” and in
the Company’s other SEC filings. These risks and uncertainties could cause the
Company’s actual results to differ materially from those indicated in the
forward-looking statements. The Company undertakes no obligation to update
or
publicly announce revisions to any forward-looking statements to reflect
future
events or developments.
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ITEM
4.01
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Change
in Registrant’s Certifying
Accountants.
|
LBB
&
Associates Ltd., LLP, the independent accountant who had been engaged by
Amerasia Khan Enterprises Ltd. (the predecessor Company to the Registrant,
now
“Zagg Incorporated”) as the principal accountant to audit its financial
statements, was dismissed effective March 16, 2007. On March 19, 2007, the
Board
of Directors of the Company approved the engagement of Salberg & Company,
P.A. as the new principal independent accountant to audit the combined
companies’ consolidated financial statements for the years ending March 31, 2005
and 2006.
The
decision to change the Company’s independent accountant from LBB &
Associates Ltd., LLP, to Salberg & Company, P.A. was approved by the Board
of Directors of the Company.
The
report of LBB & Associates Ltd., LLP, on the financial statements of
Amerasia Khan Enterprises Ltd. as of and for the years ended March 31, 2006
and
March 31, 2005 did not contain an adverse opinion, or a disclaimer of opinion,
however the report issued on the financial statements for the year ended
March
31, 2006 was modified as to the ability of Amerasia Khan Enterprises Ltd.
to
continue as a going concern. During the periods ended March 31, 2006 and
March
31, 2005 and the interim period from April 1, 2006 through the date of
dismissal, the Company did not have any disagreements with LBB & Associates
Ltd., LLP, 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 LBB & Associates Ltd., LLP, would have
caused it to make a reference to the subject matter of the disagreements
in
connection with its reports.
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ITEM
9.01
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Financial
Statements and Exhibits
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16
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Letter
of LBB & Associates Ltd., LLP
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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.
Zagg
Incorporated
/s/
Robert G. Pedersen
II
Robert
G.
Pedersen II
Chief
Executive Officer and President
Date:
March 21, 2007