UNITED STATES 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):May 13, 2002



                           PAWNBROKERS EXCHANGE, INC.
             (Exact name of registrant as specified in its charter)



              Utah                    000-30105              84-1421483
(State or other jurisdiction   (Commission File Number)    (I.R.S. Employer
    of incorporation)                                    Identification Number)

                              Industrial Zone Erez
                                  P.O. Box 779
                             Ashkelon, Israel 78101
                    (Address of principal executive offices)

Registrant's telephone number, including area code: 011-972-8-689-1611




                                 Not applicable
          (Former name or former address, if changed since last report)




Item 4.  Changes in Registrant's Certifying Accountant

        Effective, May 3, 2002, Pawnbrokers Exchange, Inc. (the "Company"),
dismissed Smith & Company ("S&C"), as the Company's independent accountants.
Effective May 15, 2002, the Company engaged Weinberg & Company, P.A. ("W&C") as
the Company's new independent accountants. The dismissal of S&C and the
engagement of W&C were approved by the Company's Board of Directors.

        Prior to the  engagement  of W&C,  neither the Company nor anyone on its
behalf  consulted  with  such  firm  regarding  the  application  of  accounting
principles to a specified transaction,  either completed or uncompleted, or type
of audit opinion that might be rendered on the Company's financial statements.

        S&C audited the Company's financial statements for the period from
inception July 9, 1997 to December 31, 2001. S&C's report for this period did
not contain an adverse opinion or a disclaimer of opinion, nor was the report
qualified or modified as to uncertainty, audit scope or accounting principles.

        During  the  period  from July 9, 1997 to May 13,  2002,  there  were no
disagreements  with S&C 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 S&C,  would have caused
such  firm to make  reference  to the  subject  matter of the  disagreements  in
connection with its report on the Company's financial  statements.  In addition,
there were no such events as described under Item 304(a)(1)(IV)(B) of Regulation
S-B during the period from July 9, 1997 to May 13, 2002.

        The Company has  provided S&C with a copy of the  disclosures  contained
herein, and has requested that it furnish the Company with a letter addressed to
the  Securities  and  Exchange  Commission  stating  whether it agrees  with the
statements  made by the  Company  in  response  to  Item  304(a)  regarding  its
involvement with the Company as independent accountants and, if not, stating the
respects  in which it does not agree.  A copy of S&C's  letter is attached as an
exhibit to this Current Report on Form 8-K.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial Statements. None

(b) Pro Forma Financial Statements. None

(c) Exhbits

                  Exhibit No.                                      Description

16.1                                              Letter from Smith & Company




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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.







                                       PAWNBROKERS EXCHANGE, INC.



Date: May 20, 2002                     By: /s/ Joseph Fostbinder
                                          --------------------------------
                                            Name: Joseph Fostbinder
                                            Title: Chief Executive Officer




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