Attached files
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EX-16.1 - LETTER OF SHERB & CO., LLP - Sibling Group Holdings, Inc. | sibe_ex16z1.htm |
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 Event Requiring Report: November 15, 2012
SIBLING GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
TEXAS | 000-28311 | 76-027334 |
(State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification Number) |
1355 Peachtree Street, Suite 1159, Atlanta, GA 30309 |
(Address of principal executive offices) |
(404) 551-5274
(Registrants telephone number, including area code)
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 Registrants Certifying Accountant
On November 14, 2012, Sibling Group Holdings, Inc. (the Company) dismissed Sherb & Co., LLP (Sherb) as its independent auditors.
Sherbs report on the financial statements of the Company as of and for the fiscal years ended December 31, 2011 and 2010 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 that each of those reports did contain an explanatory paragraph as to the existence of substantial doubt regarding the Companys ability to continue as a going concern.
During the fiscal years ended December 31, 2011 and 2010, and through the date of Sherbs dismissal, there were no (i) disagreements between the Company and Sherb on any matter of accounting principles, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Sherb, would have caused Sherb to make a reference to the subject matter of the disagreements in connection with its report or (ii) "reportable events" as described in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Sherb a copy of the disclosures made in this Form 8-K and has requested that Sherb furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating whether or not Sherb agrees with the Companys statements in this Item 4.01. A copy of Sherbs letter to the SEC is filed as Exhibit 16.1 to this Current Report on Form 8-K.
On November 14, 2012, the Company engaged Liggett, Vogt, & Webb, P.A. (LVW) as its independent registered public accounting firm for the fiscal year ending December 31, 2012. The decision to engage LVW was made by the Board of Directors. During the fiscal years ended December 31, 2011 and 2010 and the subsequent interim period through the date of LVWs engagement, the Company did not consult with LVW regarding (i) 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 Companys financial statements, and LVW did not provide either a written report or oral advice to the Company that LVW concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of any "disagreement" (as described in Item 304(a)(1)(iv) of Regulation S-K) or a "reportable event" (as described in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statement and Exhibits
d.
Exhibits.
Exhibits required by Item 601 of Regulation S-B are incorporated herein by reference and are listed on the attached Exhibit Index.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
Sibling Group Holdings, Inc.
Signature |
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By: | /s/ Gerald F. Sullivan |
| November 19, 2012 |
Name: | Gerald F. Sullivan |
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Title: | Chairman |
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Exhibit Index
Exhibit No. |
| Description |
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16.1* |
| Letter of Sherb & Co., LLP, pursuant to Item 304(a)(3) of Regulation S-K, regarding change of certifying accountant. |
*
Filed herewith.