WWW.EXFILE.COM, INC. -- TSR, INC. -- FORM 8-K/A
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
September
19, 2007
Date
of
report (Date of earliest event reported)
TSR,
INC.
(Exact
Name of Registrant as Specified in its charter)
Delaware
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0-8656
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13-2635899
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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400
Oser Avenue, Hauppauge,
NY 11788
(Address
of Principal Executive Offices) (Zip Code)
(631)
231-0333
(Registrant’s
Telephone Number, Including Area Code)
(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.
Š
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Š
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Š
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Š
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Pre-commencement
communications pursuant to rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
4.01
is amended and restated to read as follows:
ITEM
4.01.
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Changes
in Registrant’s Certifying
Accountant
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(a) On
September 19, 2007, the Registrant dismissed BDO Seidman, LLP as its independent
registered public accountants. The reports of BDO Seidman, LLP on the
Registrant’s financial statements for the fiscal years ended May 31, 2006 and
2007 did not contain an adverse opinion, or disclaimer of opinion and were
not
qualified or modified as to uncertainty, audit scope or accounting
principles. The Registrant’s audit committee of the Board of
Directors approved the decision to change accountants. During the
Registrant’s two most recent fiscal years and subsequent interim periods through
September 19, 2007, there were no disagreements with BDO Seidman, LLP on any
matter of accounting principles or practices, financial statement disclosure
or
auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of BDO Seidman, LLP would have caused it to make reference to
such
disagreement in its reports. During the years ended May 31, 2006 and 2007 and
through September 19, 2007, there have occurred none of the “reportable events”
listed in Item 304(a)(1)(v) of Regulation S-K.
(b) The
Registrant engaged J.H. Cohn LLP to act as its independent registered public
accountants, effective September 20, 2007. During the two most recent fiscal
years and subsequent interim periods through September 20, 2007, the Registrant
has not consulted J.H. Cohn LLP on items which (i) involved the application
of
accounting principles to a specified transaction, either completed or proposed,
or involved the type of audit opinion that might be rendered on the Registrant’s
financial statements or (ii) or (ii) 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 a reportable event (as described in Item 304(a)(1)(v) of
Regulation S-K).
ITEM
9.
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Financial
Statements, Pro Forma Financial Information and
Exhibits.
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16.1.Letter
from BDO Seidman, LLP, dated September 20 2007, addressed to the Securities
and
Exchange Commission in compliance with Item 304 of Regulation S-K (previously
filed).
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.
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TSR,
INC. |
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Date: October
9, 2007
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By:
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/s/ John
G. Sharkey |
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Name: John
G.
Sharkey |
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Title: Vice
President and
Secretary |
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EXHIBIT
INDEX
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16.1
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Letter
from BDO Seidman, LLP, dated September 20, 2007, addressed to the
Securities and Exchange Commission in compliance with Item 304 of
Regulation S-K.
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