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
Date of report (Date of earliest event reported): June 15, 2012 (June 14, 2012)
Liberator, Inc.
(Exact name of registrant as specified in Charter)
Florida | 000-53314 | 59-3581576 | ||
(State or other jurisdiction of incorporation) |
(Commission File No.) | (IRS Employer Identification No.) |
2745 Bankers Industrial Drive
Atlanta, GA 30360
(Address of Principal Executive Offices)
(770) 246-6400
(Registrant’s telephone number, including area code)
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
This Amendment No. 1 on Form 8-K/A amends and restates the Current Report on Form 8-K filed by Liberator, Inc. with the Securities and Exchange Commission (the “SEC”) on June 15, 2012 (the “Original Form 8-K”) to revise its disclosure concerning the dismissal of its former independent registered public accounting firm and the appointment of its new independent registered public accounting firm, in response to certain comments received from the SEC. Namely, paragraph (a)(i) in Item 4.01 below has been revised to clarify that the former accountant was dismissed and paragraph (a)(iii) in Item 4.01 below has been revised to clarify that the former accountant’s reports, instead of report, on the financial statements for the years ended June 30, 2010 and June 30, 2011, did not contain an adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty, audit scope or accounting principles, other than to state that there is substantial doubt as to the ability of the Company to continue as a going concern. Except for the changes described in this explanatory note, no other amendments to the Original Form 8-K are made by this Form 8-K/A.
Item 4.01 Changes in Registrant's Certifying Accountant
(a) Dismissal of Gruber & Company, LLC
(i) Effective June 14, 2012, Liberator, Inc. (the “Company”) dismissed Gruber & Company, LLC (“Gruber”) as its independent registered public accounting firm. The decision to dismiss Gruber was approved by the Company’s board of directors.
(ii) The reports of Gruber on the Company’s financial statements for the years ended June 30, 2010 and June 30, 2011, did not contain adverse opinions or disclaimers of opinion, nor were they modified as to uncertainty, audit scope or accounting principles, except that both such reports raised substantial doubt as to the ability of the Company to continue as a going concern.
(iii) During the years ended June 30, 2011 and 2010 and during the subsequent interim period through to the date of Gruber’s dismissal, there were no disagreements between the Company and Gruber, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Gruber, would have caused Gruber to make reference thereto in its report on the Company’s audited financial statements. In connection with the audits of the years ended June 30, 2011 and 2010 and the subsequent interim period through June 14, 2012, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
(iv) The Company provided Gruber with a copy of this Current Report on Form 8-K and has requested that Gruber furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not Gruber agrees with the statements made in this Current Report on Form 8-K with respect to Gruber and, if not, stating the aspects with which they do not agree.
The Company has received the requested letter from Gruber addressed to the Securities and Exchange Commission wherein they have confirmed their agreement to the Company’s disclosures in this Current Report with respect to Gruber. A copy of Gruber's letter has been filed as an exhibit to this Current Report on Form 8-K.
(b) Engagement of Webb & Company, P.A.
(i) Effective June 14, 2012, the Company engaged Webb & Company, P.A. (“Webb”) as the Company’s independent registered public accounting firm. The engagement was approved by the Company’s board of directors.
(ii During our two most recent fiscal years and the subsequent interim period prior to retaining Webb (1) neither we nor anyone on our behalf consulted Webb regarding (a) 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 our financial statements or (b) any matter that was the subject of a disagreement or a reportable event as set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K, and (2) Webb did not provide us with a written report or oral advice that they concluded was an important factor considered by us in reaching a decision as to accounting, auditing or financial reporting issue. Webb is located at 1500 Gateway Boulevard, Suite 202, Boynton Beach, FL 33426.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
ExhibitNo. | Description | |
16.1 | Letter from Gruber & Company, LLC |
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.
Liberator, Inc. (Registrant) | ||
Date: June 26, 2012 | By: | /s/ Ronald P. Scott |
Ronald P. Scott Chief Financial Officer |
EXHIBIT 16.1
June 26, 2012
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Dear Sir or Madam:
We have read the statements of Liberator, Inc. (the “Company”) pertaining to our firm included under Item 4.01 of Form 8-K/A dated June 26, 2012 and agree with such statements as they pertain to our firm. We have no basis to agree or disagree with other statements of the Company contained therein.
Very truly yours, | ||
/s/ Gruber & Company, LLC | ||
Gruber & Company, LLC | ||