Item 4.01 Changes in Company’s Certifying
Accountant
(a) |
Dismissal of Liggett & Webb P.A. (“Liggett & Webb”) |
On September 22, 2022, the
Board of Directors (the “Board”) of Enviro Technologies U.S., Inc. (the “Company”) dismissed Liggett & Webb
as its independent registered public accounting firm.
The accounting reports of
Liggett & Webb on the Company’s consolidated financial statements for fiscal years ended December 31, 2021 (“2021”)
and December 31, 2020 (“2020”) did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principle, except that each report on the Company’s
consolidated financial statements contained an explanatory paragraph regarding the Company’s ability to continue as a going concern
based on the Company’s working capital deficit, accumulated deficit and negative cash flows from operations.
During
fiscal years ended 2021 and 2020 and the subsequent interim period through September 22, 2022, the effective date of Liggett &
Webb’s dismissal, there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions) between the Company and Liggett & Webb on
any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved
to the satisfaction of Liggett & Webb would have caused Liggett & Webb to
make reference thereto in its reports on the consolidated financial statements of the Company for such years, and (ii) no “reportable
events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Liggett
& Webb a copy of this Current Report prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested
Liggett & Webb to furnish the Company with a letter addressed to the SEC, stating whether or not it agrees with the statements made
in this Item 4.01. A copy of Liggett & Webb’s letter dated September 23, 2022,
confirming its agreeance with the disclosures in this Item 4.01 is attached as Exhibit 16.1 to this Form 8-K.
(b) |
Engagement of RBSM LLP (“RBSM”) |
On September 22, 2022, the
Board appointed RBSM, an independent registered public accounting firm which is registered with, and governed by the rules of, the Public
Company Accounting Oversight Board, as our independent registered public accounting firm.
During
the fiscal years ended 2021 and 2020 and the subsequent interim period through September 22, 2022, neither the Company, nor any party
on behalf of the Company, consulted with RBSM with respect to either (i) the application
of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered
with respect to the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company
by RBSM that was an important factor considered by the Company in reaching a decision as
to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement (as that term is defined
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v)
of Regulation S-K).
RBSM audited the financial
statements of Ecoark Holdings, Inc., a Nevada corporation (“Ecoark”) for the
fiscal years ended March 31, 2022 and March 31, 2021. Ecoark was the sole shareholder of Banner
Midstream Corp., a Delaware corporation (“Banner Midstream”). Effective September 6, 2022, Banner Midstream became a wholly
owned subsidiary of the Company pursuant to a Share Exchange Agreement by and between the Company, Ecoark and Banner Midstream (the “Share
Exchange”). The Share Exchange is treated as a reverse acquisition.