UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 3
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 10, 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 to disclose that the PCAOB has revoked the
registration of Robert T. Taylor CPA on April 27, 2010 because of deficiencies
in the conduct of certain of its audits and procedures.
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. The Company received notification by the Securities and Exchange
Commission on April 28, 2010 that the PCAOB has revoked the registration
of our previous independent auditor, Robert T. Taylor CPA on April 27,
2010 because of deficiencies in the conduct of certain of its audits and
procedures. As Taylor's opinion on the financial statements for the year
ended December 31, 2008 had been included in our filing for the December
31, 2009 year end, we will be having our new independent accountant audit
that year so that we can amend our Form 10K filing in compliance with the
Securities and Exchange Commission regulations.
b. 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.
c. 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.
d. 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.
e. 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.
f. We requested that Taylor furnish us with a letter addressed to the SEC
stating whether or not it agrees with the above statements. We have been
unable to obtain an updated response from our prior auditor's letter in
response to this revocation.
(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
None
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: May 10, 2010 /s/Daniel L. Hefner
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Mr. Daniel L. Hefner,
Chief Executive Officer