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: July 8, 2004



|(Date of Earliest
      Event Reported)
|---------------------------------------

CARTOON ACQUISITION, INC.

(Exact Name of
Registrant as Specified in its Charter)

Delaware
    
    000-50411
    
    20-0269287(State or Other
      Jurisdiction
    
    (Commission
    
    (I. R. S.
      EmployerOf
      Incorporation)
    
    File
      Number)
    
    Identification
      Number)24300 Chagrin BoulevardSuite 210Cleveland, Ohio
    
    44122(Address of
      Principal Executive Offices)
    
    (Zip
      Code)


Registrant's Telephone Number, including Area Code:

(216)
514-5997

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ITEM
4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

A.
DISMISSAL OF INDEPENDENT AUDITORS.

On
July 2, 2004, Cartoon Acquisition, Inc. (the "Company") notified Berger Apple
& Associates Ltd. ("BAA") of BAA's dismissal as the Company's independent
auditors because BAA is not yet registered with the Public Company Accounting
Oversight Board, as required by recent Securities and Exchange Commission rules.
The dismissal was approved by the Company's sole Director.

BAA
did not provide a report with respect to the financial statements for the year
ended December 31, 2003. However, BAA's report on the financial statements with
respect to the period from inception to September 30, 2003, filed with the
Company's Form 10-SB, contained no adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope, or accounting
principle. In addition, during the year ended December 31, 2003 and through July
2, 2004, there have been no disagreements with BAA 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 BAA, would
have caused it to make reference thereto in its report on the financial
statements for such year.

Since the Company's inception on September 25, 2003 and through
July 2, 2004, there have been no reportable events (as defined in Regulation S-K
Item 304(a)(1)(v)).

The
Company has requested that BAA furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of such letter, dated July 6, 2004, is filed as Exhibit
16.1 to this Current Report on Form 8-K.



|B.
      NEW INDEPENDENT AUDITORS.
|----------------------------------

The
Company's sole Director has engaged Liebman Goldberg & Drogin LLP as the
Company's independent auditors, effective July 2, 2004.

Since the Company's inception in September 2003 and during any
subsequent interim period prior to the engagement of Liebman Goldberg &
Drogin LLP, the Company did not consult with Liebman Goldberg & Drogin LLP
on any matter related to (i) the application of accounting principles to a
specified transaction, either completed or proposed, (ii) the type of audit
opinion that might be rendered on the Company's financial statements, or (iii)
any matter that was either the subject of a disagreement or a reportable event,
and no report or advice, either oral or written, was received by the Company
from Liebman Goldberg & Drogin LLP on any such matter.

ITEM
7. FINANCIAL STATEMENTS AND EXHIBITS.

|· | EXHIBITS.                                                                                                                
|- | -------------------------------------------------------------------------------------------------------------------------
| 
|  | 16.1
      Letter from Berger Apple & Associates Ltd. to the Securities and
      Exchange Commission, dated July 8, 2004
| 



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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.

CARTOON
ACQUISITION, INC.

/s/ James
W. Margulies

James W.
Margulies

President,
Secretary, and Treasurer

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