SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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, 2011 |
| | |
Commission file number: 000-54167
Sanomedics International Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 27-3320809 |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
| | | |
| 80 SW 8th Street, Suite 2180, Miami, Florida | | 33180 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (305) 433-7814
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
DISMISSAL OF GRUBER & COMPANY, LLC. AS THE REGISTRANT'S INDEPENDENT AUDITOR
Effective December 30, 2011, Sanomedics International Holdings, Inc. (the "Company") notified its principal independent auditor, Gruber & Company, LLC of Lake St. Louis, Missouri (the "Former Accountant") of its decision to change principal independent auditors.
The Former Accountant's report on the Company's financial statements for the fiscal years ended December 31, 2010 and 2009, did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except as follows:
The Former Accountant's report on the Company's financial statements for the fiscal years ended December 31, 2010 and 2009 contained a separate paragraph stating "The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred substantial losses. This raises substantial doubt about its ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty"
During the Company's fiscal years ended December 31, 2010 and 2009, and the nine month period ended September 30, 2011, and through December 30, 2011, which preceded this change of independent auditors, there were no disagreements with the Former Accountant 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 the Former Accountant, would have caused the Former Accountant to make reference to the subject matter thereof in its reports. During the Company's fiscal years ended December 31, 2010 and 2009, and the nine month period ended September 30, 2011, and through December 30, 2011, there have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K of the SEC's rules and regulations).
The change in auditor was recommended and approved by the Company's Board of Directors effective December 30, 2011.
The Company provided the Former Accountant with a copy of the disclosures set forth in this Current Report on Form 8-K and requested that the Former Accountant furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the statements made by the Company herein. When we receive such letter from the Former Accountant, we will file an amendment to this Form 8-K and attach such letter as an exhibit.
ENGAGEMENT OF MALLAH FURMAN, AS THE REGISTRANT'S INDEPENDENT AUDITOR
The Company has engaged Mallah Furman, Certified Public Accountants in Miami Florida (the "New Accountant") to serve as the new independent registered public accounting firm responsible for auditing the Company's financial statements for the fiscal year ending December 31, 2011.
The change in auditor was recommended and approved by the Company's Board of Directors effective December 30, 2011.
During the Company's fiscal years ended December 31, 2010 and 2009, and the nine month period ended September 30, 2011, and through December 30, 2011, neither the Company nor anyone on behalf of the Company consulted the New Accountant regarding (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and the New Accountant did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (2) any matter that was either the subject of a disagreement with the Former Accountant on accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of the Former Accountant, would have caused the Former Accountant to make reference to the matter in their report, or a "reportable event" as described in Item 304(a)(1)(v) of Regulation S-K of the SEC's rules and regulations.
The Company decided to change its independent registered public accounting firm in order to take advantage of firm's knowledge and experience in the HealthCare Industry and to take advantage of the firm's size and available resources as compared to the Former Accountant.
| Item 9.01 | Financial Statements and Exhibits |
| 16.1 | Letter from Gruber and 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 thereunto authorized.
Date: January 6, 2012
Sanomedics International Holdings, Inc
By: /s/ Craig Sizer | | | |
| Chief Executive Officer | | | |
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