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): June 20, 2005

                          AMERICHIP INTERNATIONAL, INC.
               (Exact name of registrant as specified in charter)

<TABLE>
<CAPTION>
<S>                                           <C>                                 <C>
          Nevada                          000-33127                              98-0339467
(State or jurisdiction of                                              (I.R.S. Employer Identification
incorporation or organization)      (Commission File Number)                          No.)


    9282 GENERAL DRIVE, SUITE 100, PLYMOUTH, MI                                     48170
    -------------------------------------------                                     -----
    (Address of principal executive offices)                                      (Zip Code)
</TABLE>

 Registrant's telephone number, including area code:      (313) 341-1663
                                                          --------------

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

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

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

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

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

<PAGE>

Item 1.02  TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

     On May 25, 2004, the Company entered into a Standby Equity Distribution
Agreement and various security and debenture agreements with Cornell Capital
Partners LP (hereinafter "Cornell Capital"). As part of its obligation under the
agreements, the Company filed a registration statement on Form SB-2 to register
the common stock issued to Cornell Capital and the common stock issuable in
accordance with the terms of the equity distribution agreement.

     On June 20, 2005, the Company notified Cornell Capital that the Company
will not be proceeding with the Standby Equity Distribution Agreement and would
not be drawing down any common stock pursuant to the Standby Equity Distribution
Agreement. The Board of Directors determined that this action was in the best
interest of the shareholders and will prevent any further dilution to the
current issued and outstanding shares.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits Furnished.


None.

                                   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 thereunto duly authorized.


                                          By:  /s/ Marc Walther
                                          ------------------------------------
                                          Marc Walther
                                          President and Chief Executive Officer
                                          AMERICHIP INTERNATIONAL INC.


Date: June 24, 2005
{"company-data": {"conformed-name": "AMERICHIP INTERNATIONAL INC", "cik": "0001132487", "assigned-sic": "3550", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-33127", "film-number": "05915402"}, "business-address": {"street1": "PLYMOUTH TRADE CENTER", "street2": "9282 GENERAL DRIVE, SUITE 100", "city": "PLYMOUTH", "state": "MI", "zip": "48170-4607", "phone": "734-207-0334"}, "mail-address": {"street1": "PLYMOUTH TRADE CENTER", "street2": "9282 GENERAL DRIVE, SUITE 100", "city": "PLYMOUTH", "state": "MI", "zip": "48170-4607"}, "former-company": [{"former-conformed-name": "SOUTHBORROUGH VENTURES INC", "date-changed": "20010419"}, {"former-conformed-name": "SOUTHBORROUGH TECHNOLOGY CORP", "date-changed": "20010116"}]}
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): June 20, 2005

                          AMERICHIP INTERNATIONAL, INC.
               (Exact name of registrant as specified in charter)
Nevada                          000-33127                              98-0339467
(State or jurisdiction of                                              (I.R.S. Employer Identification
incorporation or organization)      (Commission File Number)                          No.)

    9282 GENERAL DRIVE, SUITE 100, PLYMOUTH, MI                                     48170
    -------------------------------------------                                     -----
    (Address of principal executive offices)                                      (Zip Code)
Registrant's telephone number, including area code:      (313) 341-1663
                                                          --------------

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

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

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

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

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.02  TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

     On May 25, 2004, the Company entered into a Standby Equity Distribution
Agreement and various security and debenture agreements with Cornell Capital
Partners LP (hereinafter "Cornell Capital"). As part of its obligation under the
agreements, the Company filed a registration statement on Form SB-2 to register
the common stock issued to Cornell Capital and the common stock issuable in
accordance with the terms of the equity distribution agreement.

     On June 20, 2005, the Company notified Cornell Capital that the Company
will not be proceeding with the Standby Equity Distribution Agreement and would
not be drawing down any common stock pursuant to the Standby Equity Distribution
Agreement. The Board of Directors determined that this action was in the best
interest of the shareholders and will prevent any further dilution to the
current issued and outstanding shares.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits Furnished.

None.

                                   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 thereunto duly authorized.

                                          By:  /s/ Marc Walther
                                          ------------------------------------
                                          Marc Walther
                                          President and Chief Executive Officer
                                          AMERICHIP INTERNATIONAL INC.

Date: June 24, 2005