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)

000-50411
    
    20-0269287(Commission
    
    (I. R.
      S. EmployerFile 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.

|(c) | EXHIBITS.                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------
|   
|    | 16.1 Letter from Berger
      Apple & Associates Ltd. to the Securities and Exchange Commission, dated July 6, 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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