UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

  

FORM 8-K/A

 

 

 

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 13, 2017

 

 

 

Healthier Choices Management Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36469   84-1070932
(State or Other Jurisdiction   (Commission   (I.R.S. Employer
of Incorporation)   File Number)   Identification No.)

 

3800 North 28th Way

Hollywood, Florida 33020

(Address of Principal Executive Office) (Zip Code)

 

(888) 766-5351

(Registrant’s telephone number, including area code)

 

 

 

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))

 

 

 

 

 

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

On April 19, 2017, Healthier Choices Management Corp. (the “Company”) announced that Morrison, Brown, Argiz & Farra, LLC (“MBAF”) had been dismissed as the Company’s independent registered public accounting firm and filed a Current Report on Form 8-K (the “Original 8-K”) in connection therewith.

 

At the time of the filing of the Original 8-K, MBAF had not provided the Company with the letter addressed to the Securities and Exchange Commission stating whether or not MBAF agreed with the Company’s statements in Item 4.01(a) of the Original 8-K. A copy of that letter, dated April 26, 2017, is attached hereto as Exhibit 16.1.

 

In its letter, MBAF indicated that it did not agree to the statement in the Original 8-K as to the absence of “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K. The Company disagrees with MBAF’s letter because it states that MBAF had advised the Company that the combination of a number of deficiencies in internal control over financial reporting constitutes a material weakness in the Company’s internal control over financial reporting related to the overall maintenance of the books and records in full accordance with United States generally accepted accounting principles. In fact, MBAF only advised the Company’s Audit Committee and the Company in a letter (the “Draft Letter”) marked “Draft – For Discussion Purposes Only – Subject to Review and Revision” about certain deficiencies that MBAF had identified, which Draft Letter was presented by MBAF to the Company’s Audit Committee in a meeting held on March 8, 2017. Following MBAF’s presentation of its Draft Letter at this meeting, the Company performed its own analysis and discussed with MBAF the issues it had raised, and concluded that such issues did not constitute a material weakness in the Company’s internal control over financial reporting. MBAF did not deliver a final draft of the Draft Letter to the Company’s Audit Committee and did not otherwise advise the Company about any concerns regarding deficiencies in internal control over financial reporting (i) during its review of the Company’s Form 10-K for the year ended December 31, 2016 (including Item 9A thereof) or (ii) at the time MBAF delivered its opinion on the Company’s financial statements contained therein. Accordingly, the Company concluded that MBAF agreed with the Company’s position that the issues previously raised by MBAF did not constitute a material weakness in the Company’s internal control over financial reporting. The Company has authorized MBAF to respond fully to any inquiries of the Company's successor independent registered public accounting firm concerning these issues.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit    
Number   Description
     
16.1   Letter from Morrison, Brown, Argiz & Farra, LLC, dated April 26, 2017

 

 

 

 

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.

 

  Healthier Choices Management Corp.
     
Date: April 28, 2017 By: /s/ Jeffrey E. Holman
    Jeffrey E. Holman
    Chief Executive Officer

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number   Description
     
16.1   Letter from Morrison, Brown, Argiz & Farra, LLC, dated April 26, 2017

 

 

 

Exhibit 16.1

 

April 26, 2017

 

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 

Re: Healthier Choices Management Corp.

 

Ladies and Gentlemen:

 

We have read the statements made by Healthier Choices Management Corp. (the “Company”) set forth under Item 4.01 of its Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2017 (the “Form 8-K”). We agree with the statements concerning our Firm in such Form 8-K except with respect to the statement as to absence of “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

 

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2016 set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “Financial Statements”) included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we expressed no such opinion. In planning and performing our audit of the Financial Statements in accordance with standards of the Public Company Accounting Oversight Board, we noted a number of deficiencies in internal control over financial reporting that required audit adjustments that were made to the Financial Statements. Although we concluded that not all of the deficiencies rose to the level of a material weakness, we advised the Company that the combination of such deficiencies constitutes a material weakness in the Company’s internal control over financial reporting related to the overall maintenance of the books and records in full accordance with United States generally accepted accounting principles. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the entity’s annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

 

We are not in a position to agree or disagree with other statements made by the Company contained in the Form 8-K.

 

Very truly yours,

 

/s/ Morrison, Brown, Argiz & Farra, LLC