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): February 12, 2003

                               Axtion Foods, Inc.

             (Exact name of registrant as specified in its charter)

                                   California
                 (State or other jurisdiction of incorporation)



 0000912057-02-022970                                       98-0336674
       -------                                          ----------
(Commission File No.)                                 (IRS Employer
                                                    Identification No.)


                            4025 Camino Del Rio South
                                    Suite 300
                              San Diego, California
                                  760-436-3124

                              www.axtionfoods.com.

                        (Address and telephone number of
               principal executive offices and place of business)


 Item 1. Changes in Control of Registrant

None

Item 2. Acquisition or Disposition of Assets

None

Item 3. Bankruptcy or Receivership

None.

Item 4. Changes in Accountants

         On February 12, 2003 the corporation retained a new auditing firm in
place of its existing auditor, Siegal Smith, which resigned in November of 2002.
The purpose of the resignation was that Siegal Smith, a partnership, was
dissolved. In addition, the individual accountant from that firm who performed
the audit for the corporation, David Smith, changed his professional emphasis
from auditing financial statements to the preparation of income tax returns and
thereon declined to perform any further auditing services for Southwest or any
other corporation.
  The name of the new auditing firm is Amissano Hanson. In accordance with Rule
304 of Regulation SB, Siegal Smith's report on the financial statements for
either of the past two years did not contain an adverse opinion or disclaimer of
opinion, and was not modified as to uncertainty, audit scope, or accounting
principles. The change in the principal accountant was recommended by the
corporation's board of directors.
         There were no disagreements with the former accountant, whether or not
resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the former accountant's satisfaction, would have caused it to make reference to
the subject matter of the disagreement(s) in connection with its report.



         The former accountant had not advised the corporation that: internal
controls necessary to develop reliable financial statements did not exist; or
information had come to the attention of the former accountant which made the
accountant unwilling to rely on management's representations, or unwilling to be
associated with the financial statements prepared by management; or the scope of
the audit should be expanded significantly, or information had come to the
accountant's attention that the accountant had concluded will, or if further
investigated might, materially impact the fairness or reliability of a
previously issued audit report or the underlying financial statements, or the
financial statements issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent audited financial statements
(including information that might preclude the issuance of an unqualified audit
report), and the issue was not resolved to the accountant's satisfaction prior
to its resignation or dismissal.
         Furthermore, the corporation did not consult with the new accountant
regarding the application of accounting principles to a specific completed or
contemplated transaction, or the type of audit opinion that might be rendered on
the small business issuer's financial statements and either written or oral
advice was provided that was an important factor considered by the small
business issuer in reaching a decision as to the accounting, auditing or
financial reporting issue; or any matter that was the subject of a disagreement
or event identified in Rule 304(a)(1)(4).
         Finally, the corporation requested that the new accountant review the
disclosure required by Rule 304 before it was filed with the Securities And
Exchange Commission and provided the new accountant the opportunity to furnish
the corporation with a letter addressed to the Securities And Exchange
Commission containing any new information, clarification of the corporation's
expression of its views, or the respects in which it does not agree with the
statements made in response to Rule 304 by the corporation. The letter is filed
as an exhibit containing the disclosure required by the Rule 304.

Item 5. Other Events

None

Item 6. Resignation & Appointment of Directors

None

Item 7. Financial Statements Pro Forma Financial & Exhibits


Exhibits
10.1 Letter From Auditor
                                   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.

Axtion Foods, Inc.

By: /s/ Julia I. Reynolds
Julia I. Reynolds, President

Dated: February 13, 2003









Exhibit 10.1

February 13, 2003


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

Re:               Southwest Charters, Inc. (the "Corporation")

We have been furnished with a copy of the Regulation SB Rule 304 Disclosure
regarding change in Auditors of Form SB-2 of Axtion Foods, Inc.

We agree with the statements made in response to Rule 304 by the Corporation.

Yours truly,

/s/ Amisano Hanson
AMISANO HANSON