UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
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 4, 2009
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Mobieyes Software, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Florida
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(State or Other Jurisdiction of Incorporation)
333-157565 26-4065800
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(Commission File Number) (IRS Employer Identification No.)
14835 East Bluff Road, Milton, GA 30004
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(Address of Principal Executive Offices) (Zip Code)
(678) 467-0122
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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))
EXPLANATORY NOTE
This Form 8-K/A is being filed as Amendment No. 1 to our Current Report on Form
8-K filed with the Securities and Exchange Commission on August 8, 2009
("Original Report"), for the purpose of amending Item 4.01 to disclose that
Moore and Associates Chartered ("Moore"), the Registrant's previous independent
registered public accounting firm, is no longer registered with the Public
Company Accounting Oversight Board ("PCAOB").
SECTION 4. MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On August 4, 2009, Mobieyes Software, Inc., a Florida corporation (the
"Registrant"), changed its principal independent accountants. On such date,
Moore resigned from serving as the Registrant's independent registered public
accounting firm and the Registrant retained Seale & Beers CPAs as its principal
independent accountants. The decision to change accountants was approved by the
Registrant's Board of Directors.
On August 27, 2009, the Registrant was informed that the 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 and Exchange Act of 1934 and Rule
10b-5 thereunder, and non-cooperation with a PCAOB investigation. You can find a
copy of the order at http://www.pcaobus.org/Enforcement/Disciplinary_Proceedings
/2009/08-27_Moore.pdf.
The Resignation of Moore
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Moore was the independent registered public accounting firm for the Registrant's
from January 15, 2009 (inception) until August 3, 2009. None of Moore's reports
on the Registrant's financial statements from January 15, 2009 (inception) until
April 30, 2009 and for the period since then until July 30, 2009 (a) contained
an adverse opinion or disclaimer of opinion, or (b) was modified as to
uncertainty, audit scope, or accounting principles, or (c) contained any
disagreements on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of Moore, would have caused it to make
reference to the subject matter of the disagreements in connection with its
reports. None of the reportable events set forth in Item 304(a)(1)(iv) of
Regulation S-K occurred during the period in which Moore served as the
Registrant's principal independent accountants.
However, the report of Moore, dated February 12, 2009, on our consolidated
financial statements as of and for the year ended January 31, 2009 contained an
explanatory paragraph which noted that there was substantial doubt as to our
ability to continue as a going concern for the period January 15, 2009
(inception) to the fiscal year ended January 31, 2009.
The Registrant has provided Moore with a copy of this disclosure and has
requested that Moore furnish it with a letter addressed to the U.S. Securities
and Exchange Commission stating whether it agrees with the above statements, and
if not, stating the respects in which it does not agree. Moore has informed us
that at the recommendation of legal counsel, it will not be providing a revised
letter to be filed as Exhibit 16.1 to this Current Report.
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The Engagement of Seale & Beers CPAs
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Prior to August 6, 2009, the date that Seale & Beers CPAs was retained as the
principal independent accountants of the Registrant:
(1) The Registrant did not consult Seale & Beers CPAs regarding either the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered
on Registrant's financial statements;
(2) Neither a written report nor oral advice was provided to the Registrant by
Seale & Beers CPAs that they concluded was an important factor considered
by the Registrant in reaching a decision as to the accounting, auditing or
financial reporting issue; and
(3) The Registrant did not consult Seale & Beers CPAs regarding any matter
that was either the subject of a "disagreement" (as defined in Item
304(a)(1)(iv) of Regulation S-X and the related instructions) or any of
the reportable events set forth in Item 304(a)(1)(v) of Regulation S-X
Due to the PCAOB revocation of Moore's registration, the Company has asked Seale
& Beers CPAs, to re-audit the Company's financial statements for the year ended
January 31, 2009. Our new PCAOB registered firm, Seale and Beers CPAs, will be
re-auditing any necessary periods.
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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.
Mobieyes Software, Inc
Date: September 8, 2009 By: /s/Kevin Miller
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Kevin Miller
President and Chief Executive Officer
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