UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION~~ 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~~THE SECURITIES ofEXCHANGE ~~report~~ACT ~~(Date~~OF of1934 ~~earliest event reported): August 31, 2005~~

~~iCURIE,~~Date of report ~~INC.~~(Date of earliest event reported): May 25, 2007

___________________

CELSIA TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	33-64840	3391-~~64840~~2015441	~~91-2015441~~
(State or other jurisdiction		(Commission File Number)	(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation or organization)			Identification No.)

~~Espirito Santo Plaza~~ 1395 Brickell Avenue, Suite 800 Miami, ~~Florida~~FL 33131 (Address of principal executive offices and Zip Code)

Registrant’'s telephone number, including area code: (305) 529-6290

Not ~~applicable~~ ~~(Former Name or Former Address, if Changed Since Last Report)~~ Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4 1.01. ~~Charges~~Entry inInto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

~~Effective~~Debenture ~~August 31,~~ Offering. On ~~2005~~May 25, 2007 (ithe “Closing Date”) ~~Cordovano~~, ~~and~~Celsia ~~Honeck~~Technologies, ~~LLP~~Inc. (the “~~C&H~~Company”) ~~was~~issued 8% ~~dismissed~~Secured asConvertible ~~the independent~~Debentures ~~auditor~~due ofMay ~~iCurie~~25, ~~Inc.,~~2010 ~~a Nevada corporation~~ (the “~~Registrant~~Debentures”) ~~and~~in ~~(ii) PKF,~~the ~~Certified~~ aggregate ~~Public~~principal ~~Accountants~~amount of $8,142,847 ato ~~Professional~~certain ~~Corporation~~individuals and entities (the “~~PKF~~Debenture Holders”), ~~was~~together ~~engaged~~with aswarrants (the ~~Registrant~~“Warrants”) to purchase 70,752,778 shares of the Company’s ~~independent~~ ~~auditor~~common stock, $0.001 Onpar ~~July 8,~~value ~~2005,~~per share (the “Common ~~Registrant~~Stock”), ~~acquired~~for ~~all~~an aggregate of ~~the~~$6,850,000 ~~issued~~in cash and ~~outstanding capital~~the ~~shares~~surrender of previously ~~iCurie~~outstanding ~~Lab~~promissory ~~Holdings,~~notes ~~Ltd~~of the Company. The sale of Debentures and Warrants (the “~~iCurie~~Debenture UKOffering”), aswas ~~further~~effected ~~described~~pursuant into ~~the~~a ~~Registrant’s~~Securities ~~current~~ Purchase ~~report~~Agreement ondated ~~Form~~as ~~8-K~~of ~~dated~~May ~~July 8~~25, ~~2005.~~2007 ~~PKF~~between ~~was~~ the ~~existing~~Company ~~independent~~and ~~auditor~~the Debenture ofHolders ~~iCurie UK~~(the “Purchase Agreement”). ~~Accordingly,~~In inconnection with the ~~interest~~Debenture Offering, ofthe ~~economy~~Company ~~and~~entered ininto ~~order~~a toSecurity ~~avoid~~Agreement ~~duplication,~~and ~~the~~Registration ~~Registrant’s~~Rights ~~Board~~ Agreement, ofeach ~~Directors~~dated ~~authorized~~as ~~the~~of ~~dismissal~~May of25, ~~C&H~~2007, ~~and~~with the ~~engagement~~Debenture ofHolders ~~PKF.~~(the “Registration Rights Agreement”).

~~The~~In connection ~~reports~~with ofthe ~~C&H~~Debenture onOffering, ~~the~~Indigo ~~Registrant’s~~Securities, ~~financial~~LLC ~~statements~~and ~~for~~Axiom ~~each~~Capital Management, ofInc. (collectively, the ~~two~~“Placement ~~fiscal~~Agents”) ~~years~~received (i) a cash fee ~~ended~~ of ~~December 31~~approximately $590,000 ~~2003~~ and ~~2004~~(ii) ~~did~~warrants ~~not~~to ~~contain~~purchase an4,720,000 ~~adverse~~shares ~~opinion~~of Common orStock (the “Placement Agent Warrants”) pursuant to a ~~disclaimer~~Placement ofAgent Agreement ~~opinion~~between the Company and the Placement Agents. In addition, holders ~~were~~ of over ~~not~~fifty ~~qualified~~percent or(50%) ~~modified~~of aseach tothe ~~uncertainty~~Company’s outstanding shares of Series A Preferred Stock, ~~audit~~par ~~scope~~value $0.001 per share (“Series A Preferred Stock”), orand Series ~~accounting~~B ~~principles~~Preferred Stock, ~~except~~par value $0.001 per share (“Series B Preferred ~~that~~ Stock,” and, together with the ~~audit~~Series ~~report~~A ~~for~~Preferred ~~each~~Stock, ~~such~~the ~~fiscal~~“Preferred ~~year~~Stock”) consented ~~stated~~to ~~that~~the ~~certain~~Debenture ~~matters~~Issuance ~~set~~and ~~forth~~related intransactions ~~each~~pursuant ~~such~~to a ~~report~~ written ~~raised~~consent ~~substantial~~which ~~doubt~~also ~~about~~approved ~~the~~a ~~Registrant~~related amendment and restatement of the Company’s ~~ability~~Articles of Incorporation which increased the number of authorized shares of Common Stock to ~~continue~~500,000,000 and eliminated certain rights of the Preferred Stock. The Amended and Restated Articles of Incorporation were filed on May 25, 2007. Each holder of Preferred Stock who certified to their status as an aaccredited ~~going~~investor ~~concern~~was issued 2.19 shares of Common Stock for each share of Preferred Stock held by such holder (regardless of whether such holder consented to the Debenture Offering and related matters).

InThe issuance ~~connection~~of ~~with~~ the ~~audits~~Debentures, ofWarrants, ~~the~~Placement ~~Registrant’s~~Agent ~~financial~~Warrants ~~statements~~and ~~for~~Common ~~each~~Stock were ofexempt from registration under the ~~two fiscal~~Securities ~~years~~Act ~~ended~~of ~~December 31~~1933, ~~2003~~as ~~and~~amended (the “Securities ~~2004~~Act”), ~~and~~pursuant ~~through~~to ~~August 31,~~Section ~~2005,~~4(2) ~~there~~thereof. ~~were~~The noCompany made this ~~disagreements~~ determination ~~with~~in ~~C&H~~part based on ~~any~~the ~~matter~~representations of ~~accounting~~the ~~principles~~recipients orof ~~practices~~such securities, ~~financial~~which ~~statement disclosure~~included, orin ~~auditing~~pertinent ~~scope~~part, orthat ~~procedure~~such ~~which,~~parties ifwere either (i) not ~~resolved~~“U.S. topersons” ~~the~~as ~~satisfaction~~defined in Regulation S of ~~C&H,~~the ~~would~~Securities Act or (ii) ~~have~~“accredited ~~caused~~investors” ~~C&H~~within tothe ~~make~~meaning ~~reference~~of toRule ~~the~~501 ~~matter~~of inRegulation ~~its~~D promulgated ~~reports~~under the Securities Act.

~~During~~The Debenture ~~each~~Holders shall be entitled to receive interest on the aggregate unconverted and then outstanding principal amount of their Debentures at the rate ~~two~~of ~~fiscal~~8% ~~years~~per ~~ended~~annum, ~~December 31~~payable quarterly, ~~2003~~in ~~and~~cash ~~2004,~~or ~~and~~Common ~~through~~Stock ~~August 31,~~at the ~~2005,~~ discretion noof ~~information~~the isCompany, ~~required~~and subject to becertain ~~reported~~limitations. ~~under~~The ~~Item 304(a)(1)(iv)(B)~~Debentures are secured by substantially all of ~~Regulation S-B,~~the Company’s assets. The Debenture Holders ~~promulgated~~ have ~~pursuant~~the right to convert the ~~Securities~~Debentures ~~Exchange~~at ~~Act~~any time into shares of ~~1934,~~Common Stock at asan ~~amended~~initial conversion price of $0.125. The initial exercise price of the Warrants and Placement Agent Warrants are $.144 per share. The conversion price of the Debentures and the exercise price of the Warrants and Placement Agent Warrants are subject to adjustment upon certain events.

Pursuant to the Registration Rights Agreement, the Company is required to file a Registration Statement (the “Initial Registration Statement”) covering the Common Stock (i) into which the

~~The Registrant has provided C&H with a copy of this current report on Form 8~~-K and has requested C&H to furnish the Registrant with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements and, if not, to state the respects in which it does not agree with such statements. C&H’s response letter, dated August 31, 2005, is filed as Exhibit 16.1 to this current report on Form 82-K.

~~Prior~~Debentures are toconvertible ~~PKF’s~~and ~~engagement~~(ii) for which the Warrants and Placement Agent Warrants are exercisable (collectively, the ~~Registrant~~“Registrable ~~did~~Securities”) ~~not~~within ~~consult~~30 days ~~with~~of ~~PKF~~a ~~regarding~~demand ~~either~~by Debenture Holders or within six (6) months after the ~~application~~ Closing ofDate ~~accounting~~(the ~~principles~~“Filing toDate”). aIf the Initial ~~specified~~Registration ~~transaction,~~Statement ~~either~~is ~~completed~~not filed on or ~~contemplated~~prior to its Filing Date, or in certain other circumstances, the ~~type~~Company shall pay to each Debenture Holder an amount in cash equal to 1.0% of ~~audit~~the ~~opinion~~aggregate ~~that~~purchase ~~might~~price bepaid ~~rendered~~by onsuch Debenture Holder pursuant to the ~~Registrant’s~~Purchase ~~financial~~Agreement ~~statements.~~for any unregistered registrable securities then held by such Debenture Holder.

Item 9 2.0103. Creation of a Direct Financial ~~Statements~~Obligation ~~and~~or ~~Exhibits~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~(c)~~See Item 1.01 ~~Exhibits~~above.

	Exhibit No.		Description
	16.1		Cordovano and Honeck, LLP Response Letter dated August 31, 2005

Item 3.02. Unregistered Sales of Equity Securities.

See Item 1.01 above.

Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

By unanimous written consent, the directors of the Company appointed Alan Benaim to the Board of Directors effective as of May 25, 2007 and immediately subsequent to the issuance of the Debentures. Mr. Benaim is a Vice President of the investment advisor to a Debenture Holder which invested $2,500,000 in the Debenture Offering and serves as collateral agent for the Debenture Holders under the various security documents entered into in connection with the Debenture Offering. Mr. Benaim was appointed to the Board pursuant to certain appointment rights contained in the Debenture documentation. Mr. Benaim currently serves as a Vice President at Midsummer Capital, LLC, an investment advisor to various investment funds. Prior to joining Midsummer, Mr. Benaim spent seven years in various roles at JPMorgan Chase, most recently as a Vice President in the European Metals & Mining industry group. Mr. Benaim has an MBA from Columbia University Graduate School of Business and a Bachelor of Science degree in Economics from the London School of Economics.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number

Exhibit

3(i).1

Amended and Restated Articles of Incorporation.

4.1

Form of Debenture issued to purchasers of the Debentures.

4.2

Form of Warrant issued to purchasers of the Debentures.

4.3

Form of Warrant issued to the Placement Agents.

10.1

Securities Purchase Agreement dated May 25, 2007 between the Company and purchasers of the Debentures.

10.2

Registration Rights Agreement dated May 25, 2007 between the Company and purchasers of the Debentures.

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10.3

Security Agreement dated May 25, 2007 by and among the Company, Celsia Technologies UK Limited (“Celsia UK”), Celsia Technologies Korea, Inc. (“Celsia Korea”) and purchasers of the Debentures.

10.4

Form of Subsidiary Guarantee dated May 25, 2007 executed by each of Celsia UK and Celsia Korea.

10.5

Placement Agent Agreement dated May 1, 2007 by and among the Company and the Placement Agents.

10.6

Amendment to Placement Agent Agreement dated May 25, 2007 by and among the Company and the Placement Agents.

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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.

Date: August 31, 2005	iCURIE, INC.
	By:	/s/ Michael Karpheden
		Michael Karpheden
		Chief Financial Officer

Date: June 1, 2007

3CELSIA TECHNOLOGIES, INC.

~~EXHIBIT INDEX~~By: /s/ Michael Karpheden

Exhibit No.		Description
16.1		Cordovano and Honeck, LLP Response Letter dated August 31, 2005

Name: Michael Karpheden

4Its: Chief Financial Officer

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Filing Compare · Celsia Technologies, Inc.