SGOCO Group, Ltd. (SGOC)

[FORTISGR]

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ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
On March 12, 2010, in connection with our business combination with Honesty Group, our previous independent registered public accounting firm, Rothstein Kass & Company, P.C., or Rothstein Kass, was dismissed as our accountants, and our board of directors approved the engagement of Frazer Frost, LLP, or Frazer Frost, as of April 1, 2010.
Rothstein Kass’s reports for the two prior year periods did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the two fiscal years prior to the dismissal and the subsequent interim period through the date of dismissal, there were no “disagreements,” as that term is defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions to Item 16F of Form 20-F, with Rothstein Kass 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 Rothstein Kass would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the consolidated financial statements of the Company. Furthermore, no “reportable events,” as that term is defined in Item 16F(a)(1)(v) of Form 20-F, occurred within the periods covered by Rothstein Kass’s reports on the consolidated financial statements of the Company, or subsequently up to the date of Rothstein Kass's dismissal.
During the two fiscal years and the subsequent interim period prior to Frazer Frost’s appointment, neither we nor anyone on our behalf consulted Frazer Frost regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements and neither any written report nor any oral advice was provided to us that Frazer Frost concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a “disagreement” or a “reportable event” as described above.

We provided Rothstein Kass with a copy of the foregoing disclosure. We requested that Rothstein Kass furnish us with a letter addressed to the SEC stating whether or not it agrees with the statements made above, and if not, stating the respects in which it does not agree. We have received the requested letter from Rothstein Kass, a copy of which has been filed as Exhibit 15.1 to this annual report on Form 20-F.