-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PCj7qN41bVlcsiU9sMkqSpo01izgVBvHYdiV1/k2gbyAM/lAsNqFiSJO6yxYMHR4 GuvvKtBOBk8VsO2K7wSfBw== 0001144204-09-048180.txt : 20090914 0001144204-09-048180.hdr.sgml : 20090914 20090914060839 ACCESSION NUMBER: 0001144204-09-048180 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090904 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review FILED AS OF DATE: 20090914 DATE AS OF CHANGE: 20090914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sanswire Corp. CENTRAL INDEX KEY: 0000919742 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 880292161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32509 FILM NUMBER: 091066458 BUSINESS ADDRESS: STREET 1: 9050 PINES BLVD., STREET 2: SUITE 110 CITY: PEMBROKE PINES STATE: FL ZIP: 33024 BUSINESS PHONE: 954-241-0590 MAIL ADDRESS: STREET 1: 9050 PINES BLVD., STREET 2: SUITE 110 CITY: PEMBROKE PINES STATE: FL ZIP: 33024 FORMER COMPANY: FORMER CONFORMED NAME: GLOBETEL COMMUNICATIONS CORP DATE OF NAME CHANGE: 20020904 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN DIVERSIFIED GROUP INC DATE OF NAME CHANGE: 19950329 FORMER COMPANY: FORMER CONFORMED NAME: TERA WEST VENTURES INC DATE OF NAME CHANGE: 19940303 8-K 1 v160330_8k.htm CURRENT REPORT Unassociated Document
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): September 11, 2009

SANSWIRE CORP.
(Exact name of registrant as specified in its charter)

Delaware
0-23532
88-0292161
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

101 NE 3rd Ave., Suite 1500, Fort Lauderdale, FL
33301
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:                  (954) 332-3759
 
 
(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))
 
 
 
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On September 4, 2009, the Board of Directors of Sanswire Corp. (the “Company”), in consultation with its independent accounting firm, determined that the Company will restate its financial statements for the years ended 2007 and 2008, as reported on Form 10-K for the year ended December 31, 2008 and for the corresponding interim periods in fiscal 2008 and the first fiscal quarter of 2009 for which the Company filed reports on Form 10-Q.

The Company reviewed its previously filed financials and determined that certain of its convertible debentures and warrants should have been treated as derivatives pursuant to EITF 00-19. The Company did treat these instruments as derivatives in 2009 pursuant to EITF 07-05, which the Company adopted in 2009.  These are non-cash adjustments.

Accordingly, the Company's prior financial statements for such periods should no longer be relied upon.

 
 
 

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.

   
Sanswire Corp.
   
(Registrant)
     
     
Date
September 11, 2009
/s/ David Christian
   
David Christian, CEO

 
 
 
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