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):  February 5, 2014

 

BREEZER VENTURES INC.

(Exact Name of Registrant as Specified
in Charter)

 



    Nevada
     
    333-129229
     
    N/A

    
        
(State or Other
        
Jurisdiction of
        
Incorporation)
     
    
        
(Commission File
        
Number)
     
    
        
(I.R.S. Employer
        
Identification No.)

 



    3943
    Irvine Blvd. Unit 535 Irvine, CA 92602



 
     
    N/A

    (Address of Principal Executive Offices)
     
    (Zip Code)

 

Registrant’s telephone number,
including area code: 949-419-6588

 

N/A

(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 (see General
Instruction A.2. below):

 

o           Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o           Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o           Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o           Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

 



     

SECTION 4 – MATTERS RELATED TO ACCOUNTANTS AND FINANCIALS
STATEMENTS

 

ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

 

Previous
Independent Accountants

 

On November
24th, 2013, Kenne Ruan, CPA, P.C. (“Kenne Ruan”) resigned as our independent accountant. The decision to
change independent accountants was approved by our sole Director on December 5, 2013.

 

Since his
appointment as the Company’s independent auditor and through the date of his resignation, we have had no disagreements with
Kenne Ruan, 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 Kenne Ruan, would have caused it to make reference to the subject
matter of such disagreements in its report on our financial statements for such periods.

 

Through the
date of his resignation on Form 8-K, there have been no reportable events as defined under Item 304(a)(1)(v) of Regulation S-K
adopted by the SEC.

 

We
provided Kenne Ruan, with a copy of this disclosure before its filing with the SEC. We requested that Kenne Ruan, provide us
with a letter addressed to the SEC stating whether or not it agrees with the above statements, and we received a letter from
Kenne Ruan, stating that it does agree with the above statements. A copy of such letter, dated as of February 5, 2014
is filed as Exhibit 16.1 to this report.

  

New Independent
Accountants

 

Our sole
Director appointed Jimmy P. Lee, CPA, P.C. as our new independent registered public accounting firm effective as of December 5,
2013. During the two most recent fiscal years and through the date of our engagement, we did not consult with Jimmy P. Lee, CPA, P.C.  regarding either (1) the application of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on our financial statements, or (2) any matter that was either
the subject of a disagreement or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)      The
following exhibits are filed with this report:



    Exhibit No.
    Document
    Location

    
        
16.1
        
 
        
 
    Letter from Kenne Ruan, CPA, P.C. dated February 5, 2014, to the Securities and Exchange Commission.
    Filed herewith

 

 

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.

 

Date: February 5, 2014

 

/s/ Tang Xu

Name: Tang Xu

Title: Director, Principal Executive Officer Principal
Financial Officer and Principal Accounting Officer