UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 2
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 7, 2009
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No Show, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
0-52961 20-3356659
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(Commission File Number) (IRS Employer Identification No.)
3415 Ocatillo Mesa Way, North Las Vegas, NV 89031
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(Address of Principal Executive Offices) (Zip Code)
(702) 277-7366
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(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))
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EXPLANATORY NOTE
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This Amendment No. 2 on Form 8-K/A to the No Show, Inc. Form 8-K originally
filed with the U. S. Securities and Exchange Commission on August 10, 2009
(the "Form 8-K") adds additional disclosure obtained subsequent to the filing
of the Form 8-K.
The Company was unable to obtain an amended Exhibit 16 letter for this
amended Form 8-K because Moore and Associates, Chartered responded stating
that they will not be providing the requested letter.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Dismissal of Moore & Associates, Chartered
On August 27, 2009, the Public Company Accounting Oversight Board ("PCAOB")
revoked the registration of Moore and Associates, Chartered 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.
On August 7, 2009 (the "Dismissal Date"), the Board of Directors of
No Show, Inc. (the "Registrant") voted to dismiss Moore & Associates,
Chartered, terminating its relationship as the Registrant's independent
registered public accounting firm.
The reports of Moore & Associates, Chartered on the audited financial
statements of the Registrant for the fiscal years ended July 31, 2008 and 2007
did not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles,
except a going concern qualification in its audit report dated September 16,
2008 on the Registrant's financial statements for the fiscal years ended
July 31, 2008 and July 31, 2007.
During the Registrant's two most recent fiscal years, the subsequent
interim periods thereto, and through the Dismissal Date, there were no
disagreements (as defined in Item 304 of Regulation S-K) with Moore &
Associates, Chartered on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Moore & Associates,
Chartered, would have caused it to make reference in connection with its
opinion to the subject matter of the disagreement. Further, during the
Registrant's two most recent fiscal years, the subsequent interim periods
thereto, and through the Dismissal Date, there were no reportable events (as
defined in Item 304(a)(1)(v) of Regulation S-K).
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On September 9, 2009, the Company provided Moore and Associates, Chartered
with a copy of the disclosures contained this amended Form 8-K and requested
Moore and Associates, Chartered furnish the Company with a letter addressed
to the U. S. Securities and Exchange Commission stating whether Moore and
Associates, Chartered agrees with the above statements, and if not, the
respects in which Moore and Associates, Chartered does not agree. Moore
and Associates, Chartered informed the Registrant that they will not be
providing a letter in connection with this Current Report.
(b) Engagement of Seale and Beers, CPAs
On August 7, 2009 (the "Engagement Date"), the Registrant's Board of
Directors approved the appointment and engaged the firm of Seale and Beers,
CPAs as the Registrant's independent registered public accounting firm.
During the Registrant's two most recent fiscal years, the subsequent interim
periods thereto, and through the Engagement Date, neither the Registrant
nor anyone on its behalf consulted the Current Accountants regarding either
(1) the application of accounting principles to a specified transaction
regarding the Company, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements; or
(2) any matter regarding the Company that was either the subject of a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related
instructions to Item 304 of Regulation S-K) or a reportable event (as
defined in Item 304(a)(1)(v) of Regulation S-K).
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.
No Show, Inc.
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Registrant
/s/ Doreen E. Zimmerman
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By: Doreen E. Zimmerman
Its: President,
Chief Executive Officer, and
Chief Financial Officer
Dated: September 9, 2009
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