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-