UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 1 to
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 24, 2009
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Tone in Twenty
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
000-53166 77-0664193
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(Commission File Number) (IRS Employer Identification No.)
4301 S. Valley View Ave., Suite 20, Las Vegas, NV 89103
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(Address of Principal Executive Offices) (Zip Code)
702-604-7038
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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. 1 on Form 8-K/A to the Tone in Twenty Form 8-K
originally filed with the U. S. Securities and Exchange Commission on
August 28, 2009 (the "Form 8-K") adds additional disclosure obtained
subsequent to the filing of the Form 8-K.
On August 27, 2009, the Public Company Accounting Oversight Board
("PCAOB") revoked the registration of Moore & 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.
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 24, 2009 (the "Dismissal Date"), the Board of Directors of
Tone in Twenty (the "Registrant") dismissed Moore & Associates, Chartered,
thereby 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 August 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
December 9, 2008 on the Registrant's financial statements for the fiscal
year ended August 31, 2008. A going concern qualification was also included
in its audit report dated January 11, 2008 on the Registrant's financial
statements for the fiscal year ended August 31, 2007.
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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).
On September 11, 2009, the Registrant provided Moore & Associates,
Chartered with a copy of the disclosures contained this amended Form 8-K
and requested Moore & Associates, Chartered furnish the Registrant with a
letter addressed to the U. S. Securities and Exchange Commission stating
whether Moore & Associates, Chartered agrees with the above statements,
and if not, the respects in which Moore & Associates, Chartered does not
agree. Moore & Associates, Chartered informed the Registrant that they
will not be providing a letter in connection with this Current Report.
As Moore & Associates, Chartered is no longer registered with the
PCAOB; the Registrant may no longer include Moore & Associates,
Chartered's audit reports or consents in filings with the Commission made
on or after August 27, 2009. If Moore & Associates, Chartered audited a
year that we are required to include in our filings with the Commission, we
will be required to have Seale and Bears, CPA's, our new independent
accountant, re-audit that year.
(b) Engagement of Seale and Beers, CPAs
On August 24, 2009 (the "Engagement Date"), the Registrant's Board of
Directors approved the appointment of and engaged 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).
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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.
Tone in Twenty
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Registrant
/s/ John Dean Harper
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By: John Dean Harper
Its: President and Director
Dated: September 30, 2009
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