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 15, 2010
SANSWIRE
CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-235332
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88-0292161
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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17501 Biscayne Blvd., Suite
430, Aventura, Florida 33160
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (786) 288-0717
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))
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Item 4.02
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Non-Reliance
on Previously Issued Financial Statements or a Related AuditReport
or Completed Interim Review
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On
September 15, 2010, our management concluded that information contained in the
company’s financial statements regarding telecommunications revenue during the
periods 2002 through 2004 should not be relied upon. This
conclusion is based upon the statements made by Timothy M. Huff, the Company’s
former Chief Executive Officer and director, in connection with a plea of guilty
entered by Mr. Huff in the action titled United States of America v. Timothy
Huff (Case No. 09—60295-CR-Middlebrook). According to the documents filed in
that proceeding, Mr. Huff, while employed at GlobeTel, created fraudulent
invoices resulting in general ledger entries which were then incorporated into
the Company’s financial statements.
Given the
age of the transactions, the previous disclosure of issues associated with the
Company’s telecommunication revenue, and the pendency of related actions, the
Company is unable to quantify the extent of the issue or assess the materiality
of the errors. The Company’s management is currently evaluating whether this
information concerning the 2002 through 2004 transactions will necessitate a
restatement of the Company’s condensed consolidated balance sheets and the
related condensed consolidated statements of operations, condensed consolidated
stockholders’ equity and condensed consolidated statement of income for the
periods specified above. If the Company determines that
restatements are necessary, Management can not give any assurance that the
Company has the ability to complete such restatements due to the historical
nature of the financial information. Management has discussed the
above with our independent accountants.
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: September
30, 2010
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/s/
Glenn Estrella
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Glenn
Estrella, CEO
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