8-K

                                    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): June 15, 2004


                                 BLUETORCH, INC.
               (Exact Name of Registrant as Specified in Charter)

                                     Nevada
                                     ------
                 (State or Other Jurisdiction of Incorporation)

     000-3084133                              90-0093439
     -----------                              ----------
(Commission  File  Number)                    (IRS  Employer Identification No.)

               12607 Hidden Creek Way, Suite S, Cerritos, CA 90703
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (562) 623-4040
                                 --------------
              (Registrant's Telephone Number, Including Area Code)



             Item 4. Changes in Registrant's Certifying Accountant.

(a)  On June 15, 2004, the Board of Directors of Bluetorch, Inc. (the "Company")
approved  the  dismissal  of  Stonefield  Josephson,  Inc.  ("Stonefield")  as
independent  auditors,  effective  immediately.  The  Company's  Audit Committee
approved  this  action  of  the  Board  of  Directors.

Stonefield's  reports  on  the  Company's  financial statements for the last two
years  ended  December  31, 2003 and 2002, did not contain an adverse opinion or
disclaimer  of  opinion,  and  were not qualified or modified as to uncertainty,
audit  scope  or  accounting  principles.  However,  Stonefield's opinion in its
report  on  the Company's financial statements for last two years ended December
31,  2003 and 2002 included an explanatory paragraph which expressed substantial
doubt  with  respect  to  the  Company's  ability to continue as a going conern.

During the period from January 1, 2002 to June 13, 2004, there have not been any
disagreements  with  Stonefield  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 Stonefield, would have
caused  them  to  make  reference  to  the subject matter of the disagreement in
connection  with  their  report.  None  of  the  events  described  in  Item
304(a)(1)(iv)(B)  of  Regulation  S-X  have occurred with respect to Stonefield.

The Company provided to Stonefield the disclosure contained in this Form 8-K and
requested  Stonefield  to  furnish  a letter addressed to the Commission stating
whether  they  agree  with  the  statements  made  by the Company herein and, if
not, the respects  in  which  they  do  not  agree.  A letter from Stonefield is
attached  as Exhibit 16 to this Form 8-K and incorporated herein by reference.

(b)     On  June  14,  2004,  the Board of Directors of the Company approved the
Company's  engagement  of  Squar,  Milner,  Reehl & Williamson, LLP ("Squar") as
independent  auditors  for  the  Company,  to  replace  Stonefield.  The Company
engaged  Squar  on  June  14, 2004.  The Company's Audit Committee approved this
action  of  the  Board  of  Directors.

During the period from January 1, 2002 to June 13, 2004, neither the Company nor
anyone on its behalf consulted Squar regarding (i) the application of accounting
principles to a specific completed or contemplated transaction, (ii) the type of
audit  opinion  that might be rendered on the Company's financial statements, or
(iii)  any  matter that was the subject of a disagreement or event identified in
response  to  Item  304(a)(1)(v) of  Regulation  S-K  (there  being  none).



                   Item 7.  Financial Statements and Exhibits.

      (c)  Exhibits.  The  following  exhibits  are  filed  with  this  report:

Exhibit  No.               Description  of  Exhibit
- ------------               ------------------------

16       Letter  of  Stonefield  Josephson,  Inc.  dated  June  16,  2004

99       Audit  Committee  Charter.

                                   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  who  is  duly  authorized.

                                   BLUETORCH,INC.

Dated:  June  21,  2004                         By: /s/ Bruce MacGregor
                                                  Bruce  MacGregor,  President

EX-16

Securities  and  Exchange  Commission
450  5th  Street  NW
Washington,  DC  20549

Ladies  and  Gentlemen:

We have been furnished with copies of Item 4 of Form 8-K requesting our response
for the event that occurred on June 14, 2004, which is to be filed by our former
client,  BlueTorch,  Inc.  on  or  around  June  17,  2004.  We  agree  with the
statements  made  in  response  to that item insofar as they relate to our Firm.

Very  truly  yours,

/s/  Stonefield  Josephson,  Inc.
Certified  Public  Accountants
Santa  Monica,  California

EX-99

AUDIT  COMMITTEE  CHARTER

Organization

This  Charter  governs  the  operations  of  the audit Committee of the Board of
Directors of   Bluetorch ,Inc.   The   committee   share   review and   reassess
the   charter  at  lease  annually  and recommend any appropriate changes to the
Board  of  Directors. The committee shall be appointed by the Board of Directors
and  shall  be  comprised  as  follows:

a)   If  the  total board consists of fewer than three independent members, then
     all  independent  board  members  shall  sit  on  the  Audit  Committee.
b)   If  the  total board consists of three or more independent members then the
     Audit  Committee  shall consists of at least three members, the majority of
     whom  shall  be  independent  according  to  NASD  requirements.
c)   All  Audit  Committee members shall meet the NASD requirements with respect
     to  financial  literacy  and  at  least  one  committee  member who is also
     independent  shill  be  a  "financial  expert."

The  Audit  Committee  shall  meet  at  often  as  may  be  deemed  necessary or
appropriate  in  its judgment, but at least four times each year coinciding with
the release of the Company's financial statements. Meetings of the committee may
be  held  either  in  person  or  telephonically.

Statement  of  Policy

The  Audit  Committee  shall  provide  assistance  to  the Board of Directors in
fulfilling  their  oversight  responsibility  to  the  shareholders,  potential
shareholders  the  investment  community.  and  others relating to the company's
financial  statements  and  financial  reporting process, the system of internal
accounting and financial controls, the annual Independent audit of the Company's
financial  statements,  and  the  legal  compliance  and  ethics  programs  as
established by management and the board. In so doing. the Committee shall remain
free and open communications between the Committee, the independent auditors and
management  of  the Company. In discharging its oversight roles the Committee is
empowered to investigate any matter bronchi to its attention with full access to
all  books,  records,  facilities  and personnel of the Company and the power to
retain  outside  counsel,  or  other  experts  for  this  purpose.

Responsibilities  and  Processes

The  primary  responsibility  of the Audit Committee is to oversee the Company's
financial  reporting  process  on  behalf of the Board and report the results of
their  activities  to  the  Board.  Management  is responsible for preparing the
Company's financial statements, and the independent auditors are responsible for
auditing  those  financial  statements.  The  Committee  in  carrying  out  its
responsibilities  believes  its polices and procedures should remain flexible in
order  to  best  react  to  changing  conditions  and  circumstances.

The  following shall be the principal recurring processes of the Audit Committee
in carrying out its oversight responsibilities. The processes are set forth as a
guide  with  the  understanding  that  the  Committee  may  supplement  them  as
appropriate.

*  The  Committee  shall  have  a  clear  understanding  with management and the
independent auditors that the independent auditors are ultimately accountable to
the  board  and  the  Audit  Committee,  as  representatives  of  the  Company's
shareholders.  The  Committee  shall  have  the  ultimate  authority  for  and
responsibility to evaluate and annually recommend the selection, retention, and,
where  appropriate,  the  replacement of the independent auditors. The Committee
shall  review  and  approve  the  performance by the independent auditors of any
nonaudit-related  service  if  the fees for such service are projected to exceed
15%  of  the  most  recently  completed  fiscal  year's  combined audit fees and
audit-related  service  fees.  The  Committee  shall review and discuss with the
auditors  their  independence  from  management  and the Company and the matters
included  in  the  written  disclosures  required  by  professional independence
standards  applicable to the independent auditors. Annually, the Committee shall
review  and  assess  whether  the independent auditor's performance of non-audit
services  is  compatible with the auditor's independence. In addition, The Audit
Committee  shall review any candidate for the senior accounting and/or financial
executive  position  prior  to  his  or  her  appointment  by  the  Company.

*  The Committee shall review and discuss with the independent auditors and with
the head of the Company's finance or internal audit department the overall scope
and  plans for the audits. Also, the Committee shall discuss with management and
the  independent  auditors  the adequacy and effectiveness of the accounting and
financial  controls,  including  the  Company's  system  to  monitor  and manage
business risk, and legal and ethical compliance programs. Further, the Committee
shall meet separately with the independent auditors, without management present,
to  discuss  the  results  of  their  respective  audit  procedures.

* The Committee shall review and discuss the results of the quarterly review and
any  other  matters  required  to  be  communicated  to  the  committee  by  the
independent  auditors  under  generally accepted auditing standardsThe chair of
the Committee may represent the entire Committee for the purpose of this review.
The  Committee  shall  review  and  discuss  with management and the independent
auditors  the financial statements to be included in the Company's annual report
on  Form  10-K,  including  their  judgment  about  the  quality,  not  just the
acceptability,  of  accounting  principles,  the  reasonableness  of significant
judgments, the basis and appropriateness of any change in significant accounting
policies  and  the clarity of the disclosures in the financial statements. Also,
the  Committee  shall review and discuss the results of the annual audit and any
other  matters  required  to be communicated to the Committee by the independent
auditors  under  generally  accepted  auditing  standards.


*  The  Committee  shall  review and discuss with management and the independent
auditors  any  material  financial  or non-financial arrangements of the Company
which  do  not  appear  on  the  financial  statements  of  the  Company and any
transactions  or  courses  of  dealing with parties related to the Company which
transactions  are  significant  in  size  or involve terms or other aspects that
differ  from  those that would likely be negotiated with independent parties, in
each  case  where  such  arrangements  or  transactions  are  relevant  to  an
understanding  of  the  company's  financial  statements.