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EX-16.1 - Sebring Software, Inc.v218818_ex16-1.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 Report (Date of earliest event reported): January 3, 2010

SEBRING SOFTWARE, INC.
(Exact name of registrant as specified in charter)

Nevada
000-53785
26-0319491
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

   
1400 Cattlemen Dr, Suite 1400, Sarasota, FL
34232
 (Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: 941-377-0715

SUMOTEXT INCORPORATED
 (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))
 
 
 

 
 
ITEM 4.01.  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

On April 12, 2011, the Company dismissed its principal independent accountants, M&K CPAS, PLLC, (“M&K”). The decision to dismiss M&K as the Company’s principal independent accountant was approved by the Company’s Board of Directors on March 29, 2011.  M&K’s report on the Company’s financial statements for the fiscal years ended August 31, 2009 and 2010 contained no adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles except as stated herein.

Except as stated herein, during the period from M&K’s engagement through the date of M&K’s dismissal, there were no disagreements with M&K 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 M&K, would have caused M&K to make reference to the subject matter of the disagreements in connection with its report on the financial statements for such period. None of the “reportable events” described under Item 304(a)(1)(iv) of Regulation S-K occurred within the period of M&K’s engagement.  The audit report relating to the audit of Sebring Software, Inc.’s financial statements for the year ended August 31, 2010 and filed on December 14, 2010 indicated the auditors’ substantial doubt about the Company’s ability to continue as a going concern because, at those times, the Company required additional funds to meet its obligations and the costs of its operations.

On April 1, 2011, the Company engaged Salberg & Company, P.A. (“Salberg”) as its new principal independent accountants, effective immediately upon the dismissal of M&K. The decision to engage Salberg as the Company’s principal independent accountants was approved by the Company’s Board of Directors on March 29, 2011.  During the period that M&K was the Registrant’s independent registered public accounting firm, the Registrant (or someone on its behalf) had not consulted with Salberg, or any other auditor, regarding any accounting or audit concerns for the two most recent years and the subsequent interim period through the date the firm was engaged, to include, but not by way of limitation, those stated in Item 304 of Regulation S-K.

 The Registrant has provided M&K with a copy of this Current Report on Form 8-K before it was filed and requested that M&K furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of M&K’s letter dated April 14, 2011 is filed as Exhibit 16 to this Current Report on Form 8-K.
 
Item 9.01.Financial Statements and Exhibits.

(d)
Exhibits
 
 
16.1
Letter from M&K CPAS, PLLC
 
 
 

 

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.
 
 
Sebring Software, Inc.
 
       
 
By:
/s/ Leif Andersen
 
   
Name: Leif Andersen
 
   
Title: Chief Executive Officer
 
 
Dated: April 14, 2011