UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
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 22, 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))
EXPLAINATORY NOTE
This form is being amended for certain items missing from the original filing on
form 8-K with the Securities and Exchange Commission on February 11, 2010. We
have updated the prior auditor's letter in response, which is attached as
Exhibit 16.1.
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 and 2007 contained no adverse opinion or disclaimer of opinion and was
not qualified or modified as to audit scope or accounting, except as
follows: In the Company's Annual Report on Form 10-K for the fiscal years
ending December 31, 2008 and 2007, the Audit Report regarding the Company's
audited financial statements for the fiscal years ending December 31, 2008
and 2007 contained an opinion regarding the significant doubt about the
Company's ability to continue as a going concern due to the Company's
lack of significant revenues, has suffered recurring losses from operations
and has an accumulated deficit.
c. Our Board of Directors participated in and approved the decision to change
independent accountants. Through the two most recent fiscal years ended
December 31, 2008 and 2007, and any subsequent interim period preceding
such termination and through the date of this Current Report, there were i)
no disagreements between the Company and Taylor on any matters of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of Taylor, would have caused Taylor to make reference to the
subject matter of the disagreement in their reports on the Company's
financial statements for such years, and (ii) no reportable events within
the meaning set forth in Item 304(a)(1)(v) of Regulation S-K. d. During the
most recent review periods, subsequent to September 30, 2009 and through
the date of dismissal, February 8, 2010, 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/A.
(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 /s/ Daniel L. Hefner
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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
March 16, 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/A dated March 16, 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