Attached files
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EX-16.1 - Titan Oil & Gas, Inc. | form8k030510ex16-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
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): March 5, 2010
XTRASAFE,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Florida
(State or
Other Jurisdiction of Incorporation)
333-1537
(Commission
File Number)
|
26-2780766
(IRS
Employer Identification No.)
|
7251 West
Lake Mead Boulevard
Suite
300
Las Vegas, Nevada
89128
(Address
of Principal Executive Offices, Zip Code)
702-562-4000
(Registrant's
Telephone Number, Including Area Code)
600
Lexington Ave, 9th
Floor, New York, NY 10022
-----------------------------------------------------------------------
(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))
Section
4. Matters Related to Accountants and Financial Statements
Item
4.01. Changes in Registrant’s Certifying Accountant.
On March
5, 2010, XtraSafe, Inc. (the “Registrant”) changed its principal independent
accountants. On such date, Seale & Beers, CPA’s (“Seale & Beers”) were
terminated from serving as the Registrant’s independent registered public
accounting firm and the Registrant retained Robison, Hill & Co. (“Robison
Hill”) as its principal independent accountants. The decision to change
accountants was approved by the Registrant’s Board of Directors.
The Termination of
Seale & Beers
Seale
& Beers was the independent registered public accounting firm for the
Registrant’s from August 6, 2009 until March 5, 2010. None of Seale
& Beers reports on the Registrant’s financial statements from August 6, 2009
through March 5, 2010, (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 Seale
& Beers, 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 Seale & Beers served as the Registrant’s principal independent
accountants.
However,
the report of Seale & Beers dated December 29, 2009, on our financial
statements in the Form 10-K for the fiscal year ended August 31, 2009 contained
an explanatory paragraph which noted that there was substantial doubt as to our
ability to continue as a going concern.
The
Registrant has provided Seale & Beers with a copy of this disclosure and has
requested that Seale & Beers 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. A copy
of the letter from Seale & Beers addressed to the Securities and Exchange
Commission dated March 5, 2010 is filed as Exhibit 16.1 to this Current Report
on Form 8-K.
The Engagement of Robison
Hill
Prior to
March 5, 2010, the date that Robison Hill was retained as the principal
independent accountants of the Registrant:
(1) The
Registrant did not consult Robison Hill 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
Robison Hill 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 Robison Hill regarding any matter that was either the
subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions) or any of the reportable events set forth in Item
304(a)(1)(v) of Regulation S-K
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
Exhibit No.
|
Description
|
16.1
|
Letter,
dated March 5, 2010, from Seale & Beer CPA’s to the Securities and
Exchange Commission.
|
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.
XTRASAFE, INC.
By: /s/ Depinder
Grewal
Name: Depinder
Grewal
Title: President
and Chief Executive Officer
Date: March
5, 2010