-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UJNCsrD5j+l71Z2lk0yNa95gCwxU+6cRLtfq0u1X3E3YrKIoTHvr13JufODKee/D rZ7WP7RciNr94BKjrLbB6Q== 0001161697-09-000859.txt : 20091023 0001161697-09-000859.hdr.sgml : 20091023 20090904165528 ACCESSION NUMBER: 0001161697-09-000859 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090806 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090904 DATE AS OF CHANGE: 20090908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XtraSafe, Inc. CENTRAL INDEX KEY: 0001446414 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 262780766 STATE OF INCORPORATION: FL FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-153762 FILM NUMBER: 091056578 BUSINESS ADDRESS: STREET 1: 600 LEXINGTON AVE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 340-9051 MAIL ADDRESS: STREET 1: 600 LEXINGTON AVE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 8-K/A 1 form8k.txt FORM 8-K/A AMENDMENT NO. 2 FOR 08-06-2009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 2 TO 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) AUGUST 6, 2009 ------------------ XTRASAFE, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) FLORIDA ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 333-153762 26-2780766 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 600 LEXINGTON AVE, 9TH FLOOR NEW YORK, NY 10022 ------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (646) 340-9051 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 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): [ ] 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 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. a) On August 6, 2009, Board of Directors of the Registrant dismissed Moore & Associates Chartered ("Moore"), its independent registered public account Firm, when Moore informed the Company that Moore would no longer be engaged in auditing or reviewing public company financial statements. Moore decided to shift its focus to other areas of interest with a concentration in the area of corporate tax preparation. On the same date, August 6, 2009, the accounting firm of Seale and Beers, CPAs ("Seale") was engaged as the Registrant's new independent registered public account firm. The Board of Directors of the Registrant and the Registrant's Audit Committee approved of the dismissal of Moore and the engagement of Seale as its independent auditor. Please note that the Public Company Accounting Oversight Board ("PCAOB") revoked the registration of Moore because of violations of PCAOB rules and auditing standards in auditing the financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a Board investigation. None of the reports of Moore on the Registrant's financial statements for the two most recent fiscal years and the subsequent interim period through to August 6, 2009 contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant's audited financial statements contained in its Form 10-K for the fiscal year ended August 6, 2009, a going concern qualification in the Registrant's audited financial statements. During the Registrant's two most recent fiscal years and the subsequent interim period through to August 6, 2009, there were also no disagreements with Moore, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moore's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the Registrant's financial statements. Likewise, during the Registrant's two most recent fiscal years and any subsequent interim period, through August 6, 2009, Moore did not advise Registrant about any reportable event, as described in Item 304(a)(1)(v) of Regulation S-K. The Registrant has requested that Moore furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The Registrant was unable to obtain an updated Exhibit 16 letter from Moore at the time of filing this Amendment No. 2 to Form 8-K, dated August 6, 2009. b) On August 6, 2009, the Registrant engaged Seale as its independent accountant. During the two most recent fiscal years and the subsequent interim period through to August 6, 2009 preceding the engagement, the Registrant has not consulted Seale regarding any of the matters set forth in Item 304(a)(1)(v) of Regulation S-K. Seale will conduct a full re-audit for Registrant's next filing. ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. a) Not Applicable. b) Not Applicable. d) Not Applicable -2- 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: September 3, 2009 By: /s/ Daniel Baker ---------------- Name: Daniel Baker Title: Secretary -3- CORRESP 2 filename2.txt VIA EDGAR - --------- September 3, 2009 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Mail Stop 4631 Attn: John Cash RE: Xtrasafe, Inc., Form 8-K Item 4.01 filed on August 26, 2009 File: 333-153762 Dear Mr. Cash: Please be informed that Xtrasafe, Inc., ("Xtrasafe") has received and read your letter dated September 1, 2009, regarding the Registrant's Disclosures on Form 8-K as filed with the Securities and Exchange Commission ("Commission") on August 26, 2009. This letter responds, in writing, to the comments and requests for information specified in that letter. The headings and provisions of this letter correspond and respond to the headings and order of the paragraphs in your letter. Form 8-K filed August 26, 2009 Item 4.01 - Changes in Registrant's Certifying Accountant 1. Your registration statement on Form S-1 filed on October 1, 2008 includes financial statements audited by Moore and Associates Chartered ("Moore"). On August 27, 2009, the Public Company Accounting Oversight Board ("PCAOB") revoked the registration of Moore because of violations of PCAOB rules and auditing standards in auditing the financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a Board investigation. You can find a copy of the order at: http://www.pcaobus.org/Enforcement/Disciplinary_ Proceedings/2009/08-27_Moore.pdf As Moore is no longer registered with the PCAOB, you may not include Moore's audit reports or consents in your filings with the Commission made on or after August 27, 2009. If Moore audited a year that you are required to include in your filings with the Commission, then you should engage a firm that is registered with the PCAOB to re-audit that year. RESPONSE: Please note that Moore has not audited a year that Xtrasafe is required to include with its filings with the Commission. As noted in Amendment No 1. to Form 8-K dated August 6, 2009, as filed on August 26, 2009, Xtrasafe has retained new auditors. The Form 8-K has been updated to indicate that the Seale & Beers, CPAs will conduct a full re-audit for Registrant's upcoming 10-K filing. 2. Please amend your Item 4.01 Form 8-K, filed August 13, 2009, to disclose that the PCAOB revoked the registration of Moore on August 27, 2009 because of violations of PCAOB rules and auditing standards in auditing the financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a Board investigation. RESPONSE: Please note that the 8-K has been revised to include this disclosure. 3. If you are unable to obtain an amended Exhibit 16 letter from Moore at the time you file your amended Form 8-K, please disclose this fact in the Form 8-K. RESPONSE: Please note that Xtrasafe was unable to obtain a revised Exhibit 16 letter from Moore. We have disclosed this fact in the amended Form 8-K dated August 6, 2009, and removed the previous Exhibit 16 letter. I hope this response letter and the amendments to the above referenced filing adequately address the issues raised in your comment letter dated September 1, 2009. If you should require any additional information or clarification, please do not hesitate to contact me at (646) 340-9051. Your assistance in this matter is greatly appreciated. Sincerely, Daniel Baker -2- -----END PRIVACY-ENHANCED MESSAGE-----