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): February 8, 2010
COMMISSION FILE NUMBER
000-28978
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AMERICAN FIBER GREEN PRODUCTS, INC.
(Exact Name of Registrant as Specified in its Charter)
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NEVADA 91-1705387
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
4209 RALEIGH STREET, TAMPA, FL 33619
(Address of Principal Executive Offices)
(813) 247-2770
(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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))
FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time with the
Securities and Exchange Commission (collectively the "Filings") contain or may
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, Registrant's management as well as
estimates and assumptions made by Registrant's management. When used in the
filings the words "anticipate", "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant's industry, Registrant's operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the forward
looking statements are reasonable, Registrant cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING
ACCOUNTANT
(1) PREVIOUS INDEPENDENT AUDITORS:
a. On February 8, 2010, the Company dismissed our independent registered
auditor, Robert T. Taylor of Bothell Washington ("Taylor"), based on their
notification to us of their partner service limitation.
b. Taylor's report on the financial statements for the year ended December
31, 2008 contained no adverse opinion or disclaimer of opinion and was not
qualified or modified as to audit scope or accounting.
c. Our Board of Directors participated in and approved the decision to change
independent accountants. Through the period of registration, the financial
audit for the years ended December 31, 2008 and including its review of
financial statements of the quarterly periods through September 30, 2009
there have been no disagreements with Taylor 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
TAYLOR would have caused them to make reference thereto in their report on
the financial statements.
d. During the most recent review periods, subsequent to September 30,
2009, there have been no reportable events with us as set forth in Item
304(a)(i)(v) of Regulation S-K.
e. We requested that Taylor furnish us with a letter addressed to the SEC
stating whether or not it agrees with the above statements. A copy of such
letter is filed as an Exhibit to this Form 8-K.
(2) NEW INDEPENDENT ACCOUNTANTS:
a. We engaged Peter Messineo, CPA of Palm Harbor Florida, as our new
independent registered auditor on February 8, 2010.
b. Prior to February 8, 2010, we did not consult with Mr. Messineo regarding
(i) the application of accounting principles, (ii) the type of audit
opinion that might be rendered by Mr. Messineo, 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-B, respectively).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired:
None
(b) Exhibits
NUMBER EXHIBIT
16.1 Letter, from Robert T. Taylor, CPA, re Change in Certifying Accountant.
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: February 8, 2010
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Mr. Daniel L. Hefner,
Chief Executive Officer
EXHIBIT 16.1
Robert T. Taylor, CPA
18223 102nd Ave NE, Suit B
Bothell, Washington 98011-3454
February 8, 2010
Office of the Chief Accountant
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Dear Sir/Madam:
We have read the statements included in the Form 8-K dated February 8, 2010, of
American Fiber Green Products, Inc., to be filed with the Securities and
Exchange Commission and are in agreement with the statements contained in Item
4.01 insofar as they relate to our dismissal and our audits for December 31,
2008 and 2007 and any subsequent interim period through the date of dismissal
Very truly yours,
Robert T. Taylor, CPA
Certified Public Accountant
Bothell, Washington
AMERICAN FIBER GREEN PRODUCTS, INC.
4209 RALEIGH STREET
TAMPA, FL 33619
February 8, 2010
Robert T. Taylor, CPA
18223 102nd Ave NE, Suit B
Bothell, Washington 98011-3454
Dear Robert:
This letter is to inform you that we have elected to terminate your services as
our Certified Public Accountant effective February 8, 2010, based on your
withdrawal from registration with the Public Company Accounting Oversight Board
(PCAOB). The termination has nothing to do with any issues between your firm and
our Company. The Board of Directors has retained Peter Messineo, CPA as our
independent auditor.
We have decided to engage the firm of Peter Messineo, CPA of Palm Harbor, FL.
Peter Messineo of that firm will be contacting you shortly. We authorize you to
discuss and release any information in accordance with AICPA rules that they may
request. In addition, we have started the process of the filing of the required
Form 8K, to report the change in accountants, and request your assistance in the
preparation of the required documentation to us and the Securities and Exchange
Commission.
We would like to take this opportunity to thank you for your past services to
our Company.
Very truly yours,
Mr. Daniel L. Hefner
Chief Executive Officer
AMERICAN FIBER GREEN PRODUCTS, INC.
4209 RALEIGH STREET
TAMPA, FL 33619
February 8, 2010
Robert T. Taylor, CPA
18223 102nd Ave NE, Suit B
Bothell, Washington 98011-3454
Dear Robert:
We have engaged Peter Messineo, CPA of Palm Harbor, FL to be our independent
registered accounting firm for our quarterly reviews and annual audits for our
SEC financial statements effective this date. In connection with their services,
he would like to make inquiries and examine your workpapers for the audit of our
financial statements for the year ended December 31, 2008. We hereby authorize
you to respond fully and without limitation to their requests.
Please allow our auditor to copy any information needed from files related to
our financial that they request (unless proprietary in nature) and bill our
company for the reproduction costs.
We have represented to our auditors that we are not involved with your firm in
any disputes about accounting principles, auditing procedures, or similarly
significant items. We acknowledge that there are unpaid invoices from services
provided by you.
Very truly yours,
Mr. Daniel L. Hefner
Chief Executive Officer