axio8k.htm
UNITED
STATES
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 1,
2008
SMARTPAY
EXPRESS, INC.
(formerly
Axiom III,
Inc.)
(Exact
Name of Registrant as Specified in Charter)
Nevada
(State
or
Other Jurisdiction of Incorporation)
333-120967
(Commission
File Number)
20-1204606
(I.R.S.
Employer Identification No.)
Room
1701, 17/F, Henan Building
90
Jaffee Road, Wanchai
Hong
Kong SAR of the
People’s Republic of China
(Address
of Principal Executive Offices) (Zip Code)
011-852-6873-0043
(Registrant's
Telephone Number, Including Area Code)
2341
Boston Road
Wilbraham,
MA 01095
(Former
Name or Former Address, if changed since last report)
This
Current Report on Form 8-K is filed by SmartPay Express, Inc. (formerly Axiom
III, Inc.), a Nevada corporation (the “Registrant”), in connection with the
items described below.
ITEM
4.01 CHANGES IN REGISTRANT'S CERTIFYING
ACCOUNTANTS
On
November 9, 2007, the Registrant closed a reverse merger transaction with Foshan
Wanzhi Electron S&T Co., Ltd., a corporation organized and existing under
the laws of the People’s Republic of China (“Foshan Wanzhi”). Mazars CPA
Limited, Certified Public Accountants, was the independent registered public
accountant for Foshan Wanzhi and Traci J. Anderson, CPA was the independent
registered public accountant for the Registrant. The Registrant has decided
to
dismiss Traci J. Anderson, CPA as its independent registered public accountant
and engage Mazars CPA Limited, Certified Public Accountants, as its independent
registered public accountant.
On
March
1, 2008, the Registrant dismissed Traci J. Anderson, CPA as the independent
registered public accounting
firm
for the Registrant. Traci J. Anderson, CPA had been the independent registered
public accounting firm for and audited the balance sheet of the
Registrant as of December 31, 2006 and December 31, 2005, and the related
consolidated statements of income, stockholders' equity and cash flows for
the
year ended December 31, 2006 and 2005. In addition, Traci J. Anderson, CPA
audited the balance sheet of the Registrant as of December 31, 2004 and the
related consolidated statements of income, stockholders’ equity and cash flows
for the year ended December 31,. 2004 and also audited the balance sheet of
the
Registrant as of December 31, 2003, and the related consolidated statements
of
income, stockholders’ equity and cash flows for the period from inception (May
22, 2003) through December 31, 2003 All
of the foregoing audited financial
statements are hereinafter collectively referred to as the “audited financial
statements.” The reports of Traci J. Anderson, CPA on the audited financial
statements
contained no adverse opinion or disclaimer of opinion, and were not qualified
or
modified as to uncertainty, audit scope or accounting principles, except for
an
explanatory paragraph relating to the Registrant's ability to continue as a
"going concern." The dismissal of Traci J. Anderson, CPA was approved
unanimously by the Board of Directors of the Registrant.
In
connection with the audit for the two
most recent fiscal years by Traci J. Anderson, CPA and in connection
with Traci J. Anderson, CPA’s review of the subsequent interim
periods through March 1, 2008, there have been no disagreements between the
Registrant and Traci J. Anderson, CPA on any matter of accounting principles
or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of Traci J. Anderson, CPA would
have
caused it to make reference thereto in its report on the Registrant’s financial
statements for these periods.
The
Registrant has made the contents of
this Form 8-K filing available to Traci J. Anderson, CPA and requested her
to
furnish a letter to the Securities and Exchange Commission as to whether Traci
J. Anderson, CPA agrees or disagrees with, or wishes to clarify Registrant’s
expression of her views. A copy of Traci J. Anderson, CPA’s letter to the SEC is
included as an exhibit to this filing.
On
March 1, 2008, the Registrant engaged
Mazars CPA Limited, Certified Public Accountants, as its independent registered
public accounting firm. The Registrant has not consulted with Mazars
CPA Limited regarding the application of accounting principles to any
contemplated or completed transactions nor the type of audit opinion that might
be rendered on the Registrant's financial statements, and neither written nor
oral advice was provided that would be an important factor considered by the
Registrant in reaching a decision as to an accounting, auditing or financial
reporting issue.
ITEM
9.01 FINANCIAL STATEMENTS AND
EXHIBITS
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(c)
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Exhibits
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16.1
|
Letter
from Traci J. Anderson,
CPA, to the Securities and Exchange Commission dated March 10,
2008
|
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 hereunder duly
authorized.
SMARTPAY
EXPRESS,
INC.
By:
/s/
Benny
Lee
Benny
Lee, Chief Executive
Officer
DATED:
March 10,
2008