UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 28, 2020

 

AMMO, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-13101   83-1950534

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

7681 E. Gray Rd.

Scottsdale, Arizona 85260

(Address of principal executive offices)

 

(480) 947-0001

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

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:

 

[  ] 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   None   None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

     

 

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

  (a) Effective April 22, 2020, AMMO, Inc. (the “Company”) dismissed KWCO, PC (“KWCO”) as the Company’s independent registered public accounting firm. The decision to change accountants was approved by the Company’s Audit Committee and Board of Directors.
     
    KWCO reports on the Company’s consolidated financial statements for the past two fiscal periods did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
     
    During the Company’s two most recent fiscal periods and through April 22, 2020, there were (i) no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference to the subject matter of the disagreements in connection with its reports on the Company’s consolidated financial statements for such periods, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
     
    The Company provided KWCO with a copy of the disclosures it is making in this Form 8-K and requested that KWCO furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of KWCO’s letter dated April 28, 2020, is filed as Exhibit 16.1 hereto.
     
  (b) Effective April 22, 2020, the Company, upon approval of the Audit Committee and Board of Directors, engaged Marcum LLP (“Marcum”) as the Company’s new independent registered public accounting firm. The decision to change accountants was approved by the Company’s Audit Committee and Board of Directors.
     
    Prior to April 22, 2020, the Company did not consult with Marcum regarding (i) the application of accounting principles to specified transactions, the type of audit opinion that might be rendered on the Company’s financial statements, and neither written or oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issues, or (ii) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Exhibit
     
16.1*   Letter from KWCO, PC, dated April 28, 2020.

 

* Filed herewith

 

     

 

 

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.

 

  AMMO, INC.
     
Dated: April 28, 2020 By: /s/ Fred W. Wagenhals
    Fred W. Wagenhals
    Chief Executive Officer

 

     

 

 

Exhibit 16.1

 

K W C O, P C

Certified Public Accountants

 

1931 East 37th Street, Suite 7   5202 Creekland Circle
Odessa, Texas 79762   Spring, TX
432-363-0067   432-363-0067
Fax 432-363-0376   Fax 432-363-0376

 

April 28, 2020

 

Securities and Exchange Commission

Washington, D. C. 20549

 

Ladies and Gentlemen:

 

We were the independent registered public accounting firm for AMMO, Inc. (the Company) until April 22, 2020. We reported on the consolidated financial statements of the Company as of and for the year ended March 31, 2019, the three-month period ended March 31, 2018 and the year ended December 31, 2017. We were informed on April 22, 2020 by Mr. Fred W. Wagenhals, Chief Executive Officer, that we were to be replaced by Marcum LLP, (Marcum) at the request of Joseph Gunnar & Co., LLC.

 

We have read the Company’s statements included under Item 4.01 of its Form 8-K dated April 28, 2020, and we agree with such statements except that we are not in a position to agree or disagree with the Company’s statement that prior to April 22, 2020, that neither the Company nor anyone on its behalf consulted Marcum regarding (i) the application of accounting principles to specified transactions, the type of audit opinion that might be rendered on the Company’s financial statements, and neither written nor oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue, or (ii) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

 

Respectively,

 

/s/ KWCO, PC  
KWCO, PC