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-