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Report of unscheduled material events or corporate changes.

8-K

                    U.S. 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): September 26, 2004


                           Provo International, Inc.
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 (State or other jurisdiction of incorporation)

                  001-15673                     13-3950283
              ----------------             --------------------
            (Commission File No.)    (IRS Employer Identification No.)


                              One Blue Hill Plaza
                                 P.O. Box 1548
                          Pearl River, New York 10965
                                 (845) 623-8553
          (Address and telephone number of principal executive offices
                             and place of business)


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)

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

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

[_] 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 13ed-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))





Item 4.01    Changes in Registrant's Certifying Accountant

(a) On September 26, 2004, the Registrant was notified by its Independent
Auditor, Hernandez Marron y Cia S. C., of Mexico City, Mexico, that it had
resigned as the Independent Auditor of the Registrant.

During its tenure, Hernandez Marron y Cia S. C. issued a report on Registrant's
financial statements for the year ending December 31, 2003. This report did not
contain any adverse opinion or disclaimer of opinion, nor was it qualified or
modified as to any uncertainty, audit scope or accounting principles.

During the fiscal year ended December 31, 2003, and during the period ending
September 26, 2004, there was no disagreement between Registrant and Hernandez
Marron y Cia S. C. on any matter of accounting principles or practices,
financial statement disclosure or audit scope and procedure, which
disagreement(s), if not resolved to the satisfaction of Hernandez Marron y Cia
S. C., would have caused them to make reference to the subject matter of the
disagreement in connection with its report.

Registrant and its audit committee intend to replace Hernandez Marron y Cia S.
C. with a U.S. based firm, and have commenced interviews of firms for such
purpose.

The disclosure contained herein has been submitted to Hernandez Marron y Cia S.
C. for its review and for them to have an opportunity to comment on the
disclosure. A copy of any response will be filed by Amendment to this report.




                                   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.

Dated: September 30, 2004

                                    Provo International, Inc.

                                    By: /s/ Stephen J. Cole-Hatchard
                                        ----------------------------
                                    Stephen J. Cole-Hatchard, CEO