f8k021910_real.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20459
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): December 30, 2009
RELIABILITY
INCORPORATED
(Exact
name of Registrant as specified in its charter)
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Texas
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0-7092
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75-0868913
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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410
Park Avenue--15th
Floor New York, New York 10022
(Address
of principal corporate
offices) (Zip
Code)
Registrant’s
telephone number, including area code: (212) 231-8359
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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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 Changes in
Registrant’s Certifying Accountant
On
December 30, 2009, Reliability Incorporated (the “Company”) announced that the
Board of Directors of the Company by mutual consent had terminated the
appointment of Schumacher & Associates, Inc (“Schumacher”) as independent
certifying accountants of the Company, and appointed the firm of Ramirez
International Financial & Accounting Services, Inc. (“Ramirez
International”) as the new independent certifying accountants of the
Company. In response to a Staff comment letter, this Form 8-K/A is
being filed to upgrade the Company’s prior disclosure.
The
Company stated in its December 30, 2009 Form 8-K that, during its two most
recently completed fiscal quarters ended June 30 and September 30, 2009 and
through the termination date of December 30, 2009, there was a single
disagreement with Schumacher relating to whether the Company should
be filing as a development stage company.
Schumacher
believed that the Company may be a development stage company and suggested
contacting the SEC for guidance. The issue arose during the Company’s
third quarter, the period ended September 30, 2009. The Company became a shell
when it sold its then primary business in 2008. The Company had concluded, in
its Form 10 -K disclosure for the period ended
December 31, 2008 that, “... it should sell the Company or identify a merger
partner. There can be no assurances that the Company will be successful in
completing such a transaction or be able to maintain sufficient liquidity over a
period of time that will allow it to carry out this action, in which case the
Company might be forced to dissolve or seek protection under the Federal
bankruptcy statutes, or both...” Based on these circumstances and FASB
pronouncements (as well as the advice of an outside consultant), the Board of
Directors believed and continues to believe the Company is not a development
stage company and no additional disclosures are necessary.
The
disagreement was considered by the Company’s Board of Directors and, as part of
that consideration, provided Schumacher with a copy of this amended disclosure
and requested that it furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of such updated letter is attached hereto as
Exhibit 16.1 to this Current Report on Form 8-K/A.
Item
9.01.
Financial Statements and Exhibits.
16.1
Updated Letter from
Auditors
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Registrant has duly
caused this Report to be signed on its behalf by the undersigned hereunto duly
authorized.
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RELIABILITY
INCORPORATED
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Dated:
February 19, 2010
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By:
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/s/
Jay Gottlieb
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Jay
Gottlieb
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Chairman
of the Board, Secretary and Treasurer
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