UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 21, 2018
WHERE FOOD COMES FROM, INC.
(Exact Name of Registrant as Specified in its Charter)
| Colorado (State or Other Jurisdiction of Incorporation) |
333-133634 (Commission File Number) |
43-1802805 (I.R.S. Employer Identification No.) | ||
| 202 6th Street, Suite 400 | ||||
| Castle Rock, Colorado | 80104 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(303) 895-3002
(Registrant’s Telephone Number, Including Area Code)
Not
applicable
(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)) |
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) Previous Independent Registered Public Accounting Firm
On May 21, 2018, EKS&H, LLLP (EKS&H) informed the Audit Committee of the Board of Directors of Where Food Comes From, Inc. (the Company) that it declined to stand for reappointment as the Company’s independent registered public accounting firm.
The reports of EKS&H on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2016 and December 31, 2017 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 years ended December 31, 2016 and 2017, and for the subsequent period through May 21, 2018, there were no disagreements with EKS&H 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 EKS&H, would have caused EKS&H to make reference to the subject matter of the disagreements in connection with its reports on the financial statements for such years. Additionally, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has requested that EKS&H furnish it with a letter addressed to the Securities and Exchange Commission (the SEC) stating that it agrees with the above statements. A copy of such letter dated May 24, 2018 is attached hereto as Exhibit 16.1.
Item 9.01.
Financial Statements and Exhibits.
| Exhibit | |
| 16.1 | Letter of EKS&H, LLLP dated May 24, 2018 |
SIGNATURE
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.
| WHERE FOOD COMES FROM, INC. (Registrant) | |||
| By: | /s/ Dannette Henning | ||
| Date: May 25, 2018 | Dannette Henning, Chief Financial Officer | ||
Where Food Comes From, Inc. 8-K
Exhibit 16.1
May 24, 2018
Securities and Exchange Commission
Office of the Chief Accountant
100 F Street, N.E.
Washington, D.C. 20549
RE: Where Food Comes From, Inc.
We have read the statements made by Where Food Comes From, Inc. in Item 4.01 of this Form 8-K regarding the change in auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with other statements made in Item 4.01 of this Form 8-K.
Yours truly,
/s/ EKS&H LLLP