Unassociated Document
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): September 11, 2009
SANSWIRE
CORP.
(Exact
name of registrant as specified in its charter)
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 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
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review.
On
September 4, 2009, the Board of Directors of Sanswire Corp. (the “Company”), in
consultation with its independent accounting firm, determined that the Company
will restate its financial statements for the years ended 2007 and 2008, as
reported on Form 10-K for the year ended December 31, 2008 and for the
corresponding interim periods in fiscal 2008 and the first fiscal quarter of
2009 for which the Company filed reports on Form 10-Q.
The
Company reviewed its previously filed financials and determined that certain of
its convertible debentures and warrants should have been treated as derivatives
pursuant to EITF 00-19. The Company did treat these instruments as derivatives
in 2009 pursuant to EITF 07-05, which the Company adopted in
2009. These are non-cash adjustments.
Accordingly,
the Company's prior financial statements for such periods should no longer be
relied upon.
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
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September
11, 2009
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/s/
David Christian
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David
Christian, CEO
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