SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):April 29, 2013
American Fiber Green Products, Inc.
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction
4209 Raleigh Street Tampa Florida, 33619
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code)
(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:
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))
ITEM 4.01. Changes in Registrant’s Certifying Accountant
History of auditor changes:
Our financial statements were previously audited by the firm of Peter Messineo, CPA (“PM”). In December 2012 Peter Messineo, CPA merged into the firm known as DKM Certified Public Accountants (“DKM”). DKM has not audited our financial statement for the year ended December 31, 2012. In April 2013 the agreement of DKM and PM was terminated. The successor firm named in (2) is a continuation of the original audit firm (PM).
(1) Previous Independent Auditors :
On April 29, 2013, the Company dismissed the registered independent public accountant, DKM Certified Public Accountants, of Clearwater Florida (“DKM”).
DKM did not perform any audit or review services while it was the named independent registered auditor. PM's report on the financial statements for the years ended December 31, 2011 and 2010 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting, except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company’s ability to continue as a going concern.
Our Board of Directors participated in and approved the decision to change independent accountants. Through the period covered by the financial audit for the years ended December 31, 2011 and 2010 (audited by PM, the succeeding firm) and including its review of financial statements of the quarterly periods through March 31, 2013 there have been no disagreements with DKM 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 DKM would have caused them to make reference thereto in their report on the financial statements. Through the interim period April 29, 2013 (the date of dismissal of the former accountant), there have been no disagreements with DKM 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 DKM would have caused them to make reference thereto in their report on the financial statements.
We have authorized DKM to respond fully to the inquiries of the successor accountant
During the years ended December 31, 2011 and 2010 and the interim period through April 29, 2013, there have been no reportable events with us as set forth in Item 304(a)(1)(iv) of Regulation S-K.
The Company provided a copy of the foregoing disclosures to DKM prior to the date of the filing of this Report and requested that DKM furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in this Report. A copy of such letter is filed as Exhibit 16.1 to this Form 8-K.
(2) New Independent Accountants:
On April 29, 2013, the Company engaged Messineo & Co, CPAs LLC (“M&Co”) of Clearwater, Florida, as its new registered independent public accountant. During the year ended December 31, 2011 and 2010 2011 (note: the engagement partner of M&Co was the principal auditor, Peter Messineo CPA, for the years December 31, 2011 and 2010) and prior to April 29, 2013 (the date of the new engagement), we did not consult with DKM regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements by M&Co, in either case where written or oral advice provided by M&Co would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues 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-K, respectively).
ITEM 9.01. Financial Statements and Exhibits.
Letter from DKM Certified Public Accountants, dated April 29, 2013, regarding Change in Certifying Accountant. (Filed herewith.)
Office of the Chief Accountant
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
April 29, 2013
We have read the statements included in the Form 8-K dated April 29, 2013, 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 firm.
Very truly yours,
Date: May 20, 2013
/s/DKM Certified Public Accountants
Name: DKM Certified Public Accountants
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: April 29, 2013
/s/ Daniel L. Hefner
Daniel L. Hefner
Chief Executive Officer
April 22, 2013
RE: Change back to my firm, with a new name and staff.
In December 2012 I joined the firm of Drake and Klein, CPAs PA to form the firm DKM Certified Public Accountants. In the course of this past audit season I came to realize that you, my clients, are better served with me in complete charge of the audit firm and the resources we expend. Therefore, I have resigned from DKM and am operating again under my previous PCAOB registration. I have processed a name change to Messineo & Co, CPAs LLC to better reflect our firm. Randall Drake, CPA, one of the DKM partners, will be associated with our firm, as a partner, as well as the continued association of Richard Confessore, CPA and Robin Bigalke, CPA as partner level directors. In addition we will employ four additional staff. Client continuance has been carefully considered, as it is our priority to have the right staff to service our client base.
This decision was considered carefully, in view of your feedback, my assessment of your best interests, and knowing full well that there will be the need for an 8K filing so shortly after the 8K change to DKM. We will be preparing the 8Ks and sending them out shortly. We will be explaining that this is not a change in auditor, rather audit firms and firm names. We are sorry for this inconvenience and look forward to continuing to provide you with quality audit and review services. If you have any questions or wish to talk to me personally, please call. My practice was built on personal service and we intend to continue that commitment as we move forward.
Messineo & Co, CPAs, LLC