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): July 7,
2008
SONA MOBILE HOLDINGS
CORP.
(Exact Name of Registrant as Specified
in its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation)
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000-12817
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95-3087593
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(Commission
File Number)
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(IRS
Employer Identification No.)
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245 Park
Avenue, New York, New York
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10167
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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: (212) 486-8887
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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
4.01. Changes in Registrant’s Certifying Accountant
On June 3, 2008, Canadian accounting
and professional services firms Meyers Norris Penny LLP and Horwath Orenstein
LLP announced an agreement to merge in July 2008. Meyers Norris Penny
LLP and Horwath Orenstein LLP were merged effective July 1, 2008 and are
carrying on business as Meyers Norris Penny LLP.
As a result of the merger described
above, Horwath Orenstein LLP resigned as our independent auditor. We
currently anticipate that the board of directors will recommend the appointment
of Meyers Norris Penny LLP as our auditors for our fiscal year ended December
31, 2008 at the Annual Shareholders’ meeting expected to be held later this
year. We were subsequently advised by the merged company that the
current agreement for rates for the quarterly review for the fiscal period ended
June 30, 2008 will be honored.
Steps have been
taken to ensure “old” Horwath Orenstein LLP will be able to provide re-issued
reports if necessary and consents in any securities filings.
The Meyers Norris Penny LLP audit
opinion for our next set of financial statements will have a separate paragraph
which indicates that our financial statements as at the previous year end (and
for the year then ended) were audited by Horwath Orenstein LLP.
Horwath Orenstein LLP’s report on our
financial statements for each of the fiscal years ended December 31, 2007 and
2006 [collectively, the “Prior Fiscal Periods”] did not contain an adverse
opinion or disclaimer of opinion, nor were such reports qualified or modified as
to uncertainty, audit scope, or accounting principles.
During either of the Prior Fiscal
Periods or the period from January 1, 2008 through July 1, 2008 [the “Interim
Period”], there were no disagreements between us and Horwath Orenstein LLP on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure [the “Disagreements”], which
Disagreements, if not resolved to the satisfaction of Horwath Orenstein LLP,
would have caused Horwath Orenstein LLP to make reference to the subject matter
of the Disagreements in connection with its report on our financial
statements.
We did not consult with Meyers Norris
Penny LLP with respect to either of the Prior Fiscal Periods or the Interim
Period as regards either 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 Registrant’s financial statements, or any matter that
was either the subject to any Disagreement or a reportable event as set forth in
Items 304(a) (2) (i) and (ii) of Regulation S-B.
We have provided Horwath Orenstein LLP
with a copy of the disclosures we are making herein in response to Item 304(a)
of Regulation S-B. We have requested that Horwath Orenstein LLP
furnish us with a letter addressed to the Commission stating whether it agrees
with the statements made by us.
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Exhibit Index
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Description
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16.1
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Letter
from Meyers Norris Penny LLP regarding change in certifying
accountant.
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SIGNATURE
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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Sona
Mobile Holdings Corp.
(Registrant)
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Date:
July 7, 2008
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By:
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/s/
STEPHEN FELLOWS
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Name:
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Stephen
Fellows
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Title:
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Chief Financial
Officer
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