UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 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):April 29, 2013
_______________________________
American Fiber Green
Products, Inc.
(Exact name of registrant as specified in its charter)
_______________________________
| Nevada |
000-28978 |
91-1705387 |
| (State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
| of Incorporation) |
File Number) |
Identification No.) |
4209 Raleigh Street Tampa Florida, 33619
(Address
of Principal Executive Offices) (Zip Code)
1(813) 247-2770
(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:
| ¨ |
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)) |
ITEM
4.01. Changes in Registrant’s Certifying Accountant
History
of auditor changes:
Our
financial statements were previously audited by the firm of Peter Messineo, CPA (“PM”). In December 2012 Peter Messineo,
CPA merged into the firm known as DKM Certified Public Accountants (“DKM”). DKM has not audited our financial statement
for the year ended December 31, 2012. In April 2013 the agreement of DKM and PM was terminated. The successor firm named in (2)
is a continuation of the original audit firm (PM).
(1)
Previous Independent Auditors :
| a. | On
April
29, 2013,
the Company
dismissed
the registered
independent
public
accountant,
DKM Certified
Public
Accountants,
of Clearwater
Florida
(“DKM”).
|
| b. | DKM
did not
perform
any audit
or review
services
while
it was
the named
independent
registered
auditor.
PM's report
on the
financial
statements
for the
years
ended
December
31, 2011
and 2010
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
years
ended
December
31, 2011
and 2010
(audited
by PM,
the succeeding
firm)
and including
its review
of financial
statements
of the
quarterly
periods
through
March
31, 2013
there
have
been
no disagreements
with
DKM 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 DKM
would
have
caused
them
to make
reference
thereto
in their
report
on the
financial
statements.
Through
the interim
period
April
29, 2013
(the
date
of dismissal
of the
former
accountant),
there
have
been
no disagreements
with
DKM 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 DKM would
have
caused
them
to make
reference
thereto
in their
report
on the
financial
statements.
|
| d. | We
have
authorized
DKM to
respond
fully
to the
inquiries
of the
successor
accountant |
| e. | During
the years
ended
December
31, 2011
and 2010
and the
interim
period
through
April
29, 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 DKM
prior
to the
date
of the
filing
of this
Report
and requested
that
DKM 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
April
29, 2013,
the Company
engaged
Messineo
&
Co, CPAs
LLC (“M&Co”)
of Clearwater,
Florida,
as its
new registered
independent
public
accountant.
During
the year
ended
December
31, 2011
and 2010
2011
(note:
the engagement
partner
of M&Co
was the
principal
auditor,
Peter
Messineo
CPA,
for the
years
December
31, 2011
and 2010)
and prior
to April
29, 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 M&Co,
in either
case
where
written
or oral
advice
provided
by M&Co
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).
|
ITEM
9.01. Financial Statements and Exhibits.
- None
- Exhibits
| |
|
| NUMBER |
EXHIBIT |
| 16.1 |
Letter
from DKM Certified Public Accountants, dated April 29, 2013, regarding Change in Certifying Accountant. (Filed herewith.) |
2
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.
| |
|
| |
AMERICAN FIBER
GREEN PRODUCTS, INC. |
| |
|
| |
|
| Dated: May 20,
2013 |
/s/
Daniel L. Hefner |
| |
Daniel
L. Hefner |
| |
Chief
Executive Officer |
3
