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): November 4, 2009
POWERSAFE TECHNOLOGY
CORP.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
|
333-143645
|
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98-0522188
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
1400
Coney Island Ave.
Brooklyn,
NY 11230
(Address
of Principal Executive Offices, Zip Code)
(718)
951-8021
(Registrant's
Telephone Number, Including Area Code)
Not
applicable
-----------------------------------------------------------------------
(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
November 5, 2009, Powersafe Technology Corp. (the “Registrant”) changed its
principal independent accountants. On November 4, 2009, Morgenstern, Svoboda
& Baer CPA’s P.C. informed the Registrant that it no longer plans to perform
audits for companies such as the Registrant and resigned as the Registrant’s
principal independent accountants. On November 5, 2009 the Registrant retained
Acquavella, Chiarelli, Shuster, Berkower & Co., LLP, (“ACSB”) as its
principal independent accountants. The decision to retain ACSB was approved by
the Registrant’s Board of Directors. Morgenstern, Svoboda & Baer CPA’s P.C.
The former partner of Morgenstern, Svoboda & Baer CPA’s P.C. who, to the
Registrant’s understanding, had primary responsibility for auditing the
Registrant, is now a partner of ACSB.
The Resignation of
Morgenstern, Svoboda & Baer CPA’s P.C
.
Morgenstern,
Svoboda & Baer CPA’s P.C. was the independent registered public accounting
firm for the Registrant’s from May 8, 2009 until November 4, 2009. None of
Morgenstern, Svoboda & Baer CPA’s P.C. reports on the Registrant’s financial
statements from May 8, 2009 until November 4, 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 Morgenstern, Svoboda & Baer CPA’s P.C., 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 Morgenstern, Svoboda &
Baer CPA’s P.C. served as the Registrant’s principal independent accountants.
Morgenstern, Svoboda & Baer CPA’s P.C. did express a concern about the
Company’s ability to continue as a going concern for the year ended December 31,
2008.
The
Registrant has provided Morgenstern, Svoboda & Baer CPA’s P.C. with a copy
of this disclosure and has requested that Morgenstern, Svoboda & Baer CPA’s
P.C. 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
Morgenstern, Svoboda & Baer CPA’s P.C. addressed to the Securities and
Exchange Commission dated November 11, 2009 is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
The Engagement of
ACSB
Prior to
November 5, 2009, the date that ACSB was retained as the principal independent
accountants of the Registrant:
(1) The
Registrant did not consult ACSB 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 ACSB
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 ACSB 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.
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Exhibit No.
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Description
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16.1
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Letter,
dated November 11, 2009, from Morgenstern, Svoboda & Baer CPA’s P.C.
to the Securities and Exchange
Commission.
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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.
POWERSAFE TECHNOLOGY CORP
By:
/s/ Jack Mayer
Name: Jack
Mayer
Title: President and
Chief Executive Officer
Date: November
11, 2009
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