content: Microsoft Word 10.0.3416;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)  February 1, 2005
                                                    ----------------
  
  
                               Stelax Industries Ltd..
  --------------------------------------------------------------------------------
          (Exact name of small business issuer as specified in its charter)
  
  
  British Columbia                  0-18052                                  None
  --------------------------------------------------------------------------------
  (State or other jurisdiction   (Commission File                (I.R.S.Employer
  of incorporation)                  Number)                   Identification No.)
  
  5515 Meadow Crest Drive, Dallas, TX                                        75229
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                              (Zip Code)
  
  
  
  (Registrant's telephone number, including area code: (972) 233-6041
  
  
  
  
  
                      (Former name, former address and former
                     fiscal year, if changed since last report)
  
  
  
  
  <PAGE>
  
  
  Section 4 - Matters Related to Accountants and Financial Statements
  
  Item 4.01 Changes in Registrant's Certifying Accountant.
  
      On February 1, 2005, Stelax Industries Ltd (the "Company") and Deloitte &
  Touche LLP mutually agreed that the Company would engage another firm to conduct
  the Company's independent audit. Accordingly, the Company appointed Killman,
  Murrell & Company, P.C. as its independent auditors to replace the firm of
  Deloitte & Touche LLP. which has been asked to submit a letter to the Securities
  & Exchange Commission to the effect that it has no material disagreements with
  the statements made in this Item 4.01, confirming that the Accountant had no
  disagreements with management of the Company related to matters that are
  material to the Company's 2001 and 2002 financial statements, the last two
  year's financial statement on which Deloitte & Touche LLP opined.
  
      Management represents as follows:
  
               (a) There have been no disputes between management and the auditors
           and the auditors' reports contained no adverse opinion or disclaimer of
           opinion, and was not qualified or modified as to uncertainty, audit
           scope, or accounting principles for the last two fiscal years or any
           later interim period through the date hereof. In the auditors' report
           for the fiscal years ended March 31, 2001 and 2002, the last two years
           for which the auditor issued a report, the auditor expressed doubts
           about the Company's "ability to continue as a going concern."
  
               (b) The decision to change accountants from Deloitte & Touche LLP
           (the "Accountant") to Killman,  Murrell & Company,  P.C. has been
           approved by the Company's Board of Directors.
  
               (c) During the registrant's two most recent fiscal years and any
           subsequent interim period through the date hereof, there were no
           disagreements with the Accountant on any matter of accounting
           principles or practices, financial statement disclosure, or auditing
           scope or procedure. The registrant has authorized the Accountant to
           respond fully to the inquiries of the successor accountant.
  
               (d) The Accountant expressed no disagreement or difference of
           opinion regarding any "reportable" event as that term is defined in
           Item 304(a)(1)(iv) of Regulation S-K, including but not limited to:
  
                        (i) the  Accountant  has not advised the registrant  that
                    the internal  controls  necessary for the registrant to
                    develop reliable financial statements do not exist;
  
                        (ii) the Accountant has not advised the registrant that
                    information has come to the Accountant's attention that has
                    led it to no longer be able to rely on management's
                    representations, or that has made it unwilling to be
                    associated with the financial statements prepared by
                    management;
  
                        (iii) the Accountant has not advised the registrant of the
                    need to expand significantly the scope of its audit, or
                    notified the registrant that information has come to the
                    Accountant's attention that if further investigated may (A)
                    materially impact the fairness or reliability of either: 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 financial statements covered by an audit report
                    (including information that may prevent it from rendering an
                    unqualified audit report on those financial statements), or
                    (B) cause it to be unwilling to rely on management's
                    representations or be associated with the registrant's
                    financial statements, and due to the Accountant's resignation
                    (due to audit scope limitations or otherwise) or dismissal, or
                    for any other reason, the Accountant did not so expand the
                    scope of its audit or conduct such further investigation;
  
                        (iv) the Accountant has not advised the registrant that
                    information has come to the Accountant's attention that it has
                    concluded materially impacts the fairness or reliability of
                    either (A) a previously issued audit report or the underlying
                    financial statements, or (B) the financial statements issued
                    or to be issued covering the fiscal period(s) subsequent to
                    the date of the most recent financial statements covered by an
                    audit report (including information that, unless resolved to
                    the Accountant's satisfaction, would prevent it from rendering
                    an unqualified audit report on those financial statements),
                    and due to the Accountant's resignation, or for any other
                    reason, the issue has not been resolved to the Accountant's
                    satisfaction prior to its resignation.
  
               (e) In response to a comment letter received by the Company from
           the Securities and Exchange Commission, the Company discussed issues
           raised therein with Killman, Murrell & Company, P.C., including the
           application of various accounting principles. Although Killman Murrell
           & Company, P.C. provided both written and oral advice on some of those
           issues, that advice was neither an important factor nor formed any part
           of the decision relating to the accounting, auditing or financial
           reporting issues of the Company. Further, such advice was not a factor
           in the Company's decision to terminate Deloitte & Touche, LLP.
  
               (f) The registrant has provided the Accountant with a copy of the
           disclosures it is making in response to Item 304(a) of Regulation S-K.
           The registrant has requested that the Accountant furnish the registrant
           with a letter addressed to the Commission stating whether it agrees
           with the statements made by the registrant. The Company has appended
           such letter hereto as Exhibit 16.
  
      Item 7.  Financial Statements and Exhibits.
  
      Exhibit 16. Letter re change in certifying accountant.
  
  
  <PAGE>
  
  
  
                                     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, thereby duly
  authorized.
  
  
  
      Date: February 4, 2005
                                             Stelax Industries Ltd.
  
  
                                             /s/ Harmon Hardy
                                             -----------------------------------
                                             Harmon Hardy, Chief Executive Officer
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metadata_filer: {"company-data": {"conformed-name": "STELAX INDUSTRIES LTD", "cik": "0000847541", "assigned-sic": "5040", "irs-number": "000000000", "state-of-incorporation": "A1", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18052", "film-number": "05579956"}, "business-address": {"street1": "4004 BELTLING ROAD", "city": "DALLAS", "state": "TX", "zip": "75244", "phone": "9722336041"}, "mail-address": {"street1": "4004 BELTLINE ROAD", "city": "DALLAS", "state": "TX", "zip": "75244"}, "former-company": {"former-conformed-name": "ZFAX IMAGE CORP", "date-changed": "19920703"}}
text: Microsoft Word 10.0.3416;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)  February 1, 2005
                                                    ----------------
  
                               Stelax Industries Ltd..
  --------------------------------------------------------------------------------
          (Exact name of small business issuer as specified in its charter)
  
  British Columbia                  0-18052                                  None
  --------------------------------------------------------------------------------
  (State or other jurisdiction   (Commission File                (I.R.S.Employer
  of incorporation)                  Number)                   Identification No.)
  
  5515 Meadow Crest Drive, Dallas, TX                                        75229
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                              (Zip Code)
  
  (Registrant's telephone number, including area code: (972) 233-6041
  
                      (Former name, former address and former
                     fiscal year, if changed since last report)
  Section 4 - Matters Related to Accountants and Financial Statements
  
  Item 4.01 Changes in Registrant's Certifying Accountant.
  
      On February 1, 2005, Stelax Industries Ltd (the "Company") and Deloitte &
  Touche LLP mutually agreed that the Company would engage another firm to conduct
  the Company's independent audit. Accordingly, the Company appointed Killman,
  Murrell & Company, P.C. as its independent auditors to replace the firm of
  Deloitte & Touche LLP. which has been asked to submit a letter to the Securities
  & Exchange Commission to the effect that it has no material disagreements with
  the statements made in this Item 4.01, confirming that the Accountant had no
  disagreements with management of the Company related to matters that are
  material to the Company's 2001 and 2002 financial statements, the last two
  year's financial statement on which Deloitte & Touche LLP opined.
  
      Management represents as follows:
  
               (a) There have been no disputes between management and the auditors
           and the auditors' reports contained no adverse opinion or disclaimer of
           opinion, and was not qualified or modified as to uncertainty, audit
           scope, or accounting principles for the last two fiscal years or any
           later interim period through the date hereof. In the auditors' report
           for the fiscal years ended March 31, 2001 and 2002, the last two years
           for which the auditor issued a report, the auditor expressed doubts
           about the Company's "ability to continue as a going concern."
  
               (b) The decision to change accountants from Deloitte & Touche LLP
           (the "Accountant") to Killman,  Murrell & Company,  P.C. has been
           approved by the Company's Board of Directors.
  
               (c) During the registrant's two most recent fiscal years and any
           subsequent interim period through the date hereof, there were no
           disagreements with the Accountant on any matter of accounting
           principles or practices, financial statement disclosure, or auditing
           scope or procedure. The registrant has authorized the Accountant to
           respond fully to the inquiries of the successor accountant.
  
               (d) The Accountant expressed no disagreement or difference of
           opinion regarding any "reportable" event as that term is defined in
           Item 304(a)(1)(iv) of Regulation S-K, including but not limited to:
  
                        (i) the  Accountant  has not advised the registrant  that
                    the internal  controls  necessary for the registrant to
                    develop reliable financial statements do not exist;
  
                        (ii) the Accountant has not advised the registrant that
                    information has come to the Accountant's attention that has
                    led it to no longer be able to rely on management's
                    representations, or that has made it unwilling to be
                    associated with the financial statements prepared by
                    management;
  
                        (iii) the Accountant has not advised the registrant of the
                    need to expand significantly the scope of its audit, or
                    notified the registrant that information has come to the
                    Accountant's attention that if further investigated may (A)
                    materially impact the fairness or reliability of either: 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 financial statements covered by an audit report
                    (including information that may prevent it from rendering an
                    unqualified audit report on those financial statements), or
                    (B) cause it to be unwilling to rely on management's
                    representations or be associated with the registrant's
                    financial statements, and due to the Accountant's resignation
                    (due to audit scope limitations or otherwise) or dismissal, or
                    for any other reason, the Accountant did not so expand the
                    scope of its audit or conduct such further investigation;
  
                        (iv) the Accountant has not advised the registrant that
                    information has come to the Accountant's attention that it has
                    concluded materially impacts the fairness or reliability of
                    either (A) a previously issued audit report or the underlying
                    financial statements, or (B) the financial statements issued
                    or to be issued covering the fiscal period(s) subsequent to
                    the date of the most recent financial statements covered by an
                    audit report (including information that, unless resolved to
                    the Accountant's satisfaction, would prevent it from rendering
                    an unqualified audit report on those financial statements),
                    and due to the Accountant's resignation, or for any other
                    reason, the issue has not been resolved to the Accountant's
                    satisfaction prior to its resignation.
  
               (e) In response to a comment letter received by the Company from
           the Securities and Exchange Commission, the Company discussed issues
           raised therein with Killman, Murrell & Company, P.C., including the
           application of various accounting principles. Although Killman Murrell
           & Company, P.C. provided both written and oral advice on some of those
           issues, that advice was neither an important factor nor formed any part
           of the decision relating to the accounting, auditing or financial
           reporting issues of the Company. Further, such advice was not a factor
           in the Company's decision to terminate Deloitte & Touche, LLP.
  
               (f) The registrant has provided the Accountant with a copy of the
           disclosures it is making in response to Item 304(a) of Regulation S-K.
           The registrant has requested that the Accountant furnish the registrant
           with a letter addressed to the Commission stating whether it agrees
           with the statements made by the registrant. The Company has appended
           such letter hereto as Exhibit 16.
  
      Item 7.  Financial Statements and Exhibits.
  
      Exhibit 16. Letter re change in certifying accountant.
  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, thereby duly
  authorized.
  
      Date: February 4, 2005
                                             Stelax Industries Ltd.
  
                                             /s/ Harmon Hardy
                                             -----------------------------------
                                             Harmon Hardy, Chief Executive Officer