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): ~~April~~May 2315, 2008

~~ACHERON,~~SJ ELECTRONICS, INC.

(Exact name of Registrant as specified in charter)

Nevada	00052284	87-0530644
(State of Incorporation)	(Commission File No.)	(IRS Employer
		Identification Number)

5F, No.166, Sinhu 2nd Road

Neihu District, Taipei City

Taiwan

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (011)-8862-8791-8838

ACHERON, INC.

(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:

o	Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

o	Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Item 41.01 ~~Changes in~~ ~~Registrant’s~~Entry ~~Certifying~~into ~~Accountant~~a Material Definitive Agreement.

On ~~April~~May 2315, 2008, ~~the~~SJ ~~Board of Acheron~~Electronics, Inc. (the “Company”) ~~approved~~entered ~~the~~into and ~~termination of~~consummated ~~Kempisty~~a &Note ~~Company~~Purchase ~~Certified~~Agreement ~~Public Accountants PC~~ (the “~~Kempisty~~Purchase Agreement”) asto ~~the~~sell to certain ~~Company’s~~accredited ~~independent~~investors ~~certified~~and ~~public~~to ~~accounting~~non-US ~~firm~~persons ~~for~~$2,950,000 ~~the~~in ~~fiscal~~principal ~~year~~amount ~~ended~~15% ~~December~~Senior ~~31,~~Secured ~~2008~~Convertible Notes Due 2009 (the “Notes”).

~~Concurrent~~The Notes ~~with~~mature ~~this~~one ~~action,~~year after the ~~Board~~date of ~~Directors~~issuance. ~~appointed~~The ~~Bagell~~Notes ~~Josephs~~pay ~~Levine~~15% &interest (accruing monthly) at maturity, and are convertible into shares of the Company’s common stock, ~~LLC~~par value $0.001 per share (the “~~Bagell~~Common Stock”) asat ~~our~~a ~~new~~conversion ~~independent~~price equal ~~certified~~to ~~public~~$1.30 ~~accounting~~per ~~firm~~share (the “Conversion Price”). In the event of a conversion, ~~Bagell~~accrued isinterest ~~located~~shall atbe ~~Suite~~automatically Jconverted into common stock. In addition, ~~406~~the ~~Lippincott~~Company ~~Drive~~has the right to prepay the entire outstanding principal due under the Notes upon certain conditions, ~~Marlton~~including, ~~New~~but ~~Jersey~~not ~~08053.~~limited to, that no event of default has occurred or is continuing.

~~Our~~The ~~consolidated~~Conversion ~~financial~~Price ~~statements~~is ~~for~~subject ~~the~~to ~~years~~adjustment ~~ended~~for ~~December~~certain 31events, ~~2007~~including ~~and~~the ~~2006 were~~dividends, ~~audited~~distributions byor ~~Pritchett~~split of the Company’s Common Stock, or in the event ~~Siler~~of &the ~~Hardy~~Company’s consolidation, Pmerger or reorganization.C. In addition, the ~~Our wholly~~Conversion ~~owned~~Price ~~subsidiary,~~is ~~Shing~~also ~~Mei~~subject ~~Enterprises,~~to ~~Ltd.~~adjustment ~~(“Shing~~in ~~Mei”)~~the event that the Company’s ~~financial~~ ~~statements~~pre-tax net income (the “Actual Income”) for the ~~years~~ year ended December 31, ~~2007~~2008, shall ~~and~~be ~~2006~~less ~~were~~than ~~audited~~$10,000,000 by(the “2008 Projected Income”). In such event the ~~Kempisty.~~Conversion ~~Kempisty’s~~Price ~~reports~~shall ~~on Shing~~be ~~Mei's financial~~reduced, ~~statements~~if ~~for~~applicable, by a pro-rata percentage ~~two~~equal to ~~most~~the ~~recent~~percentage ~~fiscal~~of ~~years~~the ~~did~~shortfall ~~not~~in ~~contain~~the anActual ~~adverse~~Income ~~opinion,~~from athe ~~disclaimer~~2008 Projected ofIncome; provided, ~~opinion,~~that such adjustment ~~nor~~shall ~~were they~~not ~~qualified~~reduce orthe ~~modified~~Conversion asPrice to ~~uncertainty,~~a ~~audit~~price ~~scope or~~lower ~~accounting~~than ~~principles~~$0. 65 per share.

~~During~~The Company's obligations under the ~~fiscal~~Purchase ~~years~~Agreement ~~ended~~and ~~December~~the ~~31,~~Notes ~~2007~~are secured by certain accounts receivable of the Company, and ~~2006~~by ~~through~~a ~~April~~guaranty 23of Yu-ping Agatha Shen, ~~2008~~the Company’s Chairman, ~~there~~and the pledge of 10,000,000 shares of Common ~~were~~Stock noowned ~~disagreements~~by ~~between~~Ms. ~~the~~Shen, ~~Company~~pursuant orto ~~Shing~~a ~~Mei~~Pledge and ~~Kempisty~~Security onAgreement, ~~any~~dated ~~matter~~ as of ~~accounting~~May ~~principles~~15, or2008. ~~practices~~In addition, ~~financial~~the ~~statement~~Company ~~disclosure,~~entered into a Lockbox Agreement ~~auditing~~which provides ~~scope~~that orthe ~~procedure,~~Company ~~which~~shall ~~disagreements,~~direct ifits ~~not~~account ~~resolved~~debtors to ~~the~~pay funds owed ~~satisfaction~~to the ofCompany ~~Kempisty,~~to ~~would~~an ~~have~~account ~~caused~~maintained itfor tothe ~~make~~ratable ~~reference~~benefit toof the ~~subject~~investors, ~~matter~~which offunds ~~the~~shall ~~disagreement~~be inwithdrawn ~~its~~from ~~reports~~this onaccount ~~our~~as ~~consolidated~~set ~~financial~~forth ~~statements it audited~~therein.

~~The~~Under the Purchase Agreements, the Company ~~has~~is ~~provided~~obligated ~~Kempisty~~to ~~with~~file a ~~copy~~registration statement (the "Registration Statement") with the SEC registering the resale of ~~this~~the ~~Form~~Common Stock ~~8-K~~issuable ~~prior~~upon conversion of the Notes. The Company is obligated to use its best ~~filing~~efforts to cause the Registration Statement to be filed no later than ~~with~~45 days after the ~~SEC~~closing date and ~~requested~~to ~~them~~insure tothat ~~furnish~~the Registration Statement remains in effect until all of the shares of Common Stock issuable upon conversion of the Notes have been sold. In the event of a ~~letter~~default ~~addressed~~of tothe Company’s registration obligations under the ~~SEC~~Purchase ~~stating~~Agreements, including its ~~whether~~agreement itto ~~agrees~~file the Registration Statement with the ~~statements~~Commission ~~made~~no ~~above.~~later ~~Attached~~than 45 asdays ~~Exhibit~~after ~~16.1~~the closing date, or if the Registration Statement is not declared effective within 180 days after the closing date, it is arequired to pay to ~~copy~~the investors, ofas ~~Kempisty’s~~partial liquidated ~~letter~~damages, tofor each month that the registration ~~SEC~~statement has not been filed or declared effective, ~~dated~~as ~~April~~the 28case may be, ~~2008~~a cash amount equal to 1% of the liquidated value of the Notes not to exceed an aggregate of 10% of the principal amount of the Notes at the time outstanding.

~~During~~The ~~the period the~~ Company ~~engaged~~relied ~~Kempisty,~~upon ~~neither~~exemptions ~~the~~from ~~Company nor anyone on~~ the ~~Company's~~ ~~behalf~~registration ~~consulted~~requirements ~~with~~of ~~Bagell regarding either (i)~~ the ~~application~~ ~~of accounting~~Securities ~~principles~~Act ~~to a specified transaction, either contemplated or proposed, or the type~~ of ~~audit opinion that might be rendered on the Company's financial statements~~1933, and neither a written report was provided to the Company by Bagell nor oral advice was provided that Bagell concluded was an important factor considered by the Company in reaching a decision as toamended (the ~~accounting, auditing or financial reporting issue or (ii~~“Act”) ~~any~~for ~~matter~~the ~~that~~private ~~was~~placement ~~either the~~of ~~subject~~these ofsecurities apursuant ~~disagreement~~to ~~(as~~Section ~~defined in Item 304~~4(a2)~~(1)(iv)~~ of ~~Regulation S-B and~~ the ~~related~~Act ~~instruction~~and/or ~~to Item 304 of~~ Regulation ~~S-B)~~D, ~~or a reportable~~and ~~event (as described in Item 304(a)(1)(v) of~~ Regulation S~~-B).~~ promulgated thereunder.

~~The~~Item ~~Company~~2.03 ~~has~~Creation ~~authorized~~of ~~Kempisty~~a toDirect ~~respond~~Financial ~~fully to all inquiries of Bagell~~Obligation.

2See Item 1.01 above.

Item 93.~~01 Financial Statements~~02 ~~and~~Unregistered ~~Exhibits~~Sales of Equity Securities.

~~(d) Exhibits~~See Item 1.01 ~~The following are filed as exhibits to this report:~~above.

Exhibit No.		Description
Exhibit 16.1		Letter dated April 28, 2008 from Kempisty & Company Certified Public Accountants PC to the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

3(a) Financial statements of business acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(d) Exhibits.

The following are filed as exhibits to this report:

Exhibit No.		Description
Exhibit 10.1		Form of Note Purchase Agreement by and among the Company and the investors thereto, dated as of May 15, 2008.
Exhibit 10.2		Form of 15% Senior Secured Convertible Note Due 2009 of the Company dated May 15, 2008.
Exhibit 10.3		Form of Pledge and Security Agreement dated as of May 15, 2008 by the Company and Agatha Shen in favor of Tri-State Title & Escrow, LLC in its capacity as Collateral Agent for and on behalf of the noteholders.
Exhibit 10.4		Form of Lockbox Agreement dated as of May 15, 2008 by and among the Company, the Collateral Agent and Ming Liu in his capacity as Lockbox Agent.
Exhibit 10.5		Form of Collateral Agency Agreement dated as of May 15, 2008 by and among the Collateral Agent and the noteholders.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Acheron Inc.
	SJ Electronics, Inc.
April 28, 2008	By:	/s/ Agatha Shen
May 20, 2008	By:	/s/ Agatha Shen
		Agatha Shen
		President
		Chairman

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