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): October 19, 2009
SANSWIRE
CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-23532
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88-0292161
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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101
NE 3rd Ave., Suite 1500, Fort Lauderdale, FL
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33301
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (954)
332-3759
(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
CFR240.14d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act(17
CFR240.13e-4(c))
Item 4.01
Changes in Registrant’s Certifying Accountant
Previous
independent registered public accounting firm
On October 19, 2009 (the “Dismissal
Date”), Sanswire Corp. (the “Company”) dismissed Weinberg & Co., as its
independent certifying accountant. The Company’s Board of Directors
approved of the dismissal on October 20, 2009. There were no disputes or
disagreements between Weinberg & Co. and the Company during the previous two
fiscal years. Except for the
provision of a “Going Concern” opinion, the reports of Weinberg &
Co. on the Company’s
financial statements for the years ended December 31, 2008 and 2007 did not
contain an adverse opinion or disclaimer of opinion, and such reports were not
qualified or modified as to uncertainty, audit scope, or accounting
principle.
During
the years ended December 31, 2008 and 2007, and through the Dismissal Date, the
Company has not had any disagreements with Weinberg & Co. on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to Weinberg & Co.’s
satisfaction, would have caused them to make reference thereto in their reports
on the Company’s financial statements for such years.
During
the years ended December 31, 2008 and 2007, and through the Dismissal Date,
there were no reportable events, as defined in Item 304(a)(1)(v) of
Regulation S-K.
The
Company provided Weinberg & Co. with a copy of this Current Report on Form
8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and
requested that Weinberg & Co. furnish the Company with a letter addressed to
the SEC stating whether it agrees with the above statements and, if it does not
agree, the respects in which it does not agree, a copy of which is filed as
Exhibit 16.1 herewith.
New
independent registered public accounting firm
On
October 20, 2009, the Company engaged ROSEN SEYMOUR SHAPSS MARTIN & COMPANY
LLP (“RSSM”), as its independent registered public accounting firm, to audit the
Company’s financial statements. The decision to engage RSSM was approved by the
Company’s Board of Directors at a Board meeting called for such
purpose.
During the Company’s two most recent
fiscal years and through the date of the engagement of RSSM, the Company did not
consult with RSSM regarding either (1) 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 Company’s financial statements,
or (2) any matter that was either the subject of a disagreement (as defined
in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as defined
in Item 304(a)(1)(v) of Regulation S-K).
Prior to
the engagement of RSSM, RSSM did not provide the Company with any written or
oral advice that RSSM concluded was an important factor considered by the
Company in reaching any decision as to any accounting, auditing or financial
reporting issue.
Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial
statements of businesses acquired.
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Not
applicable
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(b)
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Pro
forma financial information.
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Not
applicable
(c) Shell
company transactions.
Not
applicable
(d)
Exhibits
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Exhibit
No.
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Description
of Exhibit
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16.1
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Letter
from Weinberg & Co.
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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.
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Sanswire
Corp.
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(Registrant)
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Date
October
22, 2009
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Thomas
Seifert, CFO
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