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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment 1
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 10, 2013
Personality Software Systems, Inc.
(Exact name of registrant as specified in its charter)
NV 333-182393 45-5136829
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
11730 W. Sunset Blvd., No. 119
Los Angeles, California 90049
(Address of Principal Executive Offices) (Zip Code)
(714) 274-9379
(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))
EXPLANATORY NOTE
Amendment is being filed for an update of exhibit 16.1. No other changes have
been made to the filing.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(1) PREVIOUS INDEPENDENT AUDITORS:
a. On January 10, 2013, the Company was informed that our registered
independent public accountant, Peter Messineo, CPA, of Palm Harbor Florida
("PM") declined to stand for re-appointment. PM has merged his firm into
the registered firm of Drake and Klein CPAs PA, as stated in (2) below.
b. PM's report on the financial statements for the year ended May 31, 2012,
and for the period April 24, 2012 (date of inception) through May 31, 2012
contained no adverse opinion or disclaimer of opinion and was not qualified
or modified as to audit scope or accounting, except that the report
contained an explanatory paragraph stating that there was substantial doubt
about the Company's ability to continue as a going concern.
c. Our Board of Directors participated in and approved the decision to change
independent accountants. Through the period covered by the financial audit
for the year ended May 31, 2012 and including its review of financial
statements of the quarterly periods through September 30, 2012 there have
been no disagreements with PM 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 PM would have
caused them to make reference thereto in their report on the financial
statements. Through the interim period January 10, 2013 (the date of
decline to stand for re-appointment of the former accountant), there have
been no disagreements with PM 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 PM would have
caused them to make reference thereto in their report on the financial
statements.
d. We have authorized PM to respond fully to the inquiries of the successor
accountant
e. During the year ended May 31, 2012 and the interim period through January
10, 2013, there have been no reportable events with us as set forth in Item
304(a)(1)(iv) of Regulation S-K.
f. The Company provided a copy of the foregoing disclosures to PM prior to the
date of the filing of this Report and requested that PM furnish it with a
letter addressed to the Securities & Exchange Commission stating whether or
not it agrees with the statements in this Report. A copy of such letter is
filed as Exhibit 16.1 to this Form 8-K.
(2) NEW INDEPENDENT ACCOUNTANTS:
a. On January 10, 2013, the Company engaged Drake, Klein, Messineo, CPAs PA
("DKM") of Clearwater, Florida, as its new registered independent public
accountant. During the year ended May 31, 2012 and prior to January 10,
2013 (the date of the new engagement), we did not consult with DKM
regarding (i) the application of accounting principles to a specified
transaction, (ii) the type of audit opinion that might be rendered on the
Company's financial statements by DKM, in either case where written or oral
advice provided by DKM would be an important factor considered by us in
reaching a decision as to any accounting, auditing or financial reporting
issues or (iii) any other matter that was the subject of a disagreement
between us and our former auditor or was a reportable event (as described
in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K,
respectively).
2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
a. None
b. Exhibits
NUMBER EXHIBIT
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16.1 Letter from Peter Messineo, CPA, dated January 10, 2013, regarding
Change in Certifying Accountant. (Filed herewith.)
3
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.
Personality Software Systems, Inc.
Dated: January 22, 2013 /s/ Uriel Lizama
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Uriel Lizama
Chief Executive Officer
