Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) Dismissal of Independent Accountant.
On October 16, 2016, INVO Bioscience, Inc. (the “Company”) notified RBSM LP (“RBSM”) that it was dismissed as the Registrant’s independent registered public accounting firm. The Company’s Board of Directors approved the dismissal of RBSM as its’ independent registered public accounting firm effective as of October 10, 2016. Except as noted in the paragraph immediately below,
the reports of RBSM on the Company’s financial statements for the years ended December 31, 2010 and 2009 and the period January 5, 2007 (date of inception) through December 31, 2010 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle. The reports of RBSM on the Company’s financial statements as of and for the years ended December 31, 2010 and 2009 and the period January 5, 2007 (date of inception) through December 31, 2010 contained explanatory paragraphs which noted that there was substantial doubt as to the Company’s ability to continue as a going concern as the Company had generated negative cash flows from operating activities, experienced recurring net operating losses, and was dependent on securing additional equity and debt financing to support its business efforts
During the
years ended December 31, 2010 and 2009 and the period January 5, 2007 (date of inception) through December 31, 2010 and through October 16, 2016 the Company has not had any disagreements with RBSM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to RBSM’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such periods.
During the years ended December 31, 2010 and 2009, and the period January 5, 2007 (date of inception) through December 31, 2010 and through October 16, 2016, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided RBSM with a copy of the disclosures in this Form 8-K prior to the filing with the Securities and Exchange Commission (“SEC”) and requested that RBSM furnish it with a letter addressed to the SEC stating that RBSM agrees with the Company’s statements in this Item 4.01. A copy of the letter dated January 6, 2017 furnished by RBSM, in response to that request is filed as Exhibit 16.2 to this Current Report on Form 8-K.
(b) Engagement of Independent Accountant.
The Board of Directors also ratified the Company’s selection of Liggett & Webb P.A. (“L&W”), a certified public accounting firm, as the Company’s new independent registered public accounting firm for the fiscal years ending December 31, 2011 through December 31, 2015. The Company formally retained L&W pursuant to an engagement letter dated October 10, 2016.
During the Company’s two most recent fiscal years ended December 31, 2016 and December 31, 2015, and any subsequent interim period through January 5, 2017, the Company did not consult with L&W regarding the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinion that might be rendered by L&W on the Company’s financial statements. Further, L&W did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting or any matter being the subject of disagreement or “reportable event” or any other matter as defined in Regulation S-K, Item 304 (a)(1)(iv) or (a)(1)(v).
(c) Exhibits
16.2 Letter furnished by RBSM to the Securities and Exchange Commission, dated January 6, 2017, indicating their agreement with the statements contained in this Current Report on Form 8-K.