ITEM 4.01 Changes in Registrant’s Certifying Accountant.
(a)
Prior independent registered public accounting firm
On October 3, 2018, the Audit Committee of the Board of Directors (the “Committee”) of Nutra Pharma Corp. (the “Company”) received a letter indicating the resignation of Daszkal Bolton LLP (“DB”) as the Company’s independent registered public accounting firm.
DB’s report on the Company’s consolidated financial statements for the year ended December 31, 2017 contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern due to a lack of cash, significant losses incurred and ongoing requirements for additional capital investments. Other than the foregoing, the report contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s most recent fiscal year and the subsequent interim periods preceding its dismissal October 3, 2018, there were:
(i) no disagreements with DB 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 DB, would have caused it to make reference to the subject matter of the disagreements in its reports on the consolidated financial statements of the Company; and
(ii) no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided DB with a copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (“SEC”) and requested DB to furnish to the Company a letter addressed to the SEC stating that it agrees with the statements made above. A copy of DB’s letter dated October 9, 2018 is attached as Exhibit 16.1 to this Form 8-K.
(b)
New independent registered public accounting firm
On October 8, 2018, the Board approved the engagement of Rotenberg Meril Solomon Bertiger & Guttilla, P.C. (“RM”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
During the Company’s two most recent fiscal years and the subsequent interim period preceding its engagement, neither the Company nor anyone on its behalf consulted RM 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 the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company that RM 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 the subject of a disagreement or reportable event as defined in Item 304(a)(1)(iv) of Regulation S-K and Item 304(a)(1)(v), respectively.
In approving the selection of RM as the Company’s independent registered public accounting firm, the Board considered any services previously provided by RM and concluded that such services would not adversely affect the independence of RM.
