ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
Effective June 8, 2006, upon the recommendation and approval of its board of directors, Bancorp International Group, Inc. (the “Registrant”) dismissed Sherb & Co. LLP as Registrant’s independent accountants and appointed Lieberman & Associates PA as Registrant’s independent accountants, effective June 8, 2006.
The reports of Sherb & Co. LLP on Registrant’s 2001 and 2000 consolidated financial statements contained no adverse opinion or disclaimer of opinion and were not qualified or modified, as to uncertainty, audit scope, or accounting principles, except as follows:
· Sherb & Co. LLP was unable to audit any accounting records for periods prior to January 1, 2000 and was not able to satisfy itself as to the carrying value of equipment and intangible assets for accounting periods prior to January 1, 2000. The equipment and intangible assets were accounted for as discontinued operations for the year ended December 31, 2000. In the opinion of Sherb & Co. LLP, except for the effects of these limitations, the financial statements for the periods ended January 1, 2000 presented fairly, in all material respects, the financial position of Registrant at December 31, 2000 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States.
· Furthermore, as indicated in its reports accompanying the consolidated financial statements for the years ended December 31, 2001 and 2000, those financial statements were prepared assuming that Registrant will continue as a going concern. Registrant has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about Registrant’s ability to continue as a going concern. The consolidated financial statements for the years ended December 31, 2001 and 2000 do not include any adjustments that might result from the outcome of this uncertainty.
There have been no disagreement with Sherb & Co. LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to the satisfaction of Sherb & Co. LLP, would have caused Sherb & Co. LLP to make reference to the subject matter of the disagreement in connection with its reports.
Except as otherwise provided in this report, there have been no reportable events with respect to Registrant as described at Item 304 of Regulation S-B.
On June 8, 2006, Registrant engaged Lieberman & Associates PA as its certifying accountant to audit Registrant’s consolidated financial statements. Registrant has not previously consulted with Lieberman & Associates PA on items concerning (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Registrant’s financial statements or (ii) any subject matter of a disagreement or reportable event with Sherb & Co. LLP.
Registrant is submitting a letter from Sherb & Co. LLP addressed to the Securities and Exchange Commission, dated June 12, 2006, stating whether Sherb & Co. LLP agrees with the statements contained in this report as it relates to Sherb & Co. LLP.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) None.
(d) Exhibits.
