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 5, 2017
| FIRST CHOICE HEALTHCARE SOLUTIONS, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 000-53012 | 90-0687379 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 709 S. Harbor Blvd., Suite 250, Melbourne, FL | 32901 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (321) 725-0090
(Former name of 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)) |
SECTION 4 – MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.01 Changes in Registrant’s Certifying Accountant
(a) Dismissal of RBSM LLP
On May 5, 2017, First Choice Healthcare Solutions, Inc. (the “Registrant” or “we,” “our,” or “us”) dismissed RBSM, LLP (“RBSM”) as the Registrant’s independent registered public accounting firm effective on such date. The dismissal was approved by our Board of Directors. The report of RBSM on our financial statements as of and for the fiscal years ended December 31, 2016 and 2015 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 fiscal years ended December 31, 2016 and 2015, and the subsequent interim period through May 5, 2017, the date of dismissal, there were (i) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) between RBSM and us upon any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure, any of which, if not resolved to RBSM’s satisfaction, would have caused RBSM to make reference thereto in its reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
We have made the contents of this Form 8-K available to RBSM and requested it to furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements, and if not, stating the respects in which it does not agree. A copy of such letter is attached hereto as Exhibit 16.1.
(b) Engagement of Marcum LLP
We engaged Marcum LLP (“Marcum”) as our new principal independent registered public accounting firm as of May 5, 2017. The decision to change accountants was recommended and approved by our Board of Directors in accordance with its process to determine our independent registered public accounting firm.
During the fiscal years ended December 31, 2016 and 2015, and the subsequent interim period through May 5, 2017, neither we nor anyone on our behalf consulted with Marcum regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on our financial statements. (iii) written or oral advice provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue, (iv) any matter that was the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (v) any “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description of Exhibit | |
| 16.1 | Letter from RBSM, LLP dated May 8, 2017.* | |
* Filed herewith.
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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.
| FIRST CHOICE HEALTHCARE SOLUTIONS, INC. | |
| (Registrant) | |
| Date: May 9, 2017 | |
| /s/ Chris Romandetti | |
| Name: Chris Romandetti | |
| Chief Executive Officer |
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EXHIBIT 16.1
RBSM LLP
NEW YORK, NEW YORK
May 8, 2017
U.S. Securities and Exchange Commission
Office of the Chief Accountant
100F Street Northeast
Washington, DC 20549-2000
| RE: | First Choice Healthcare Solutions, Inc. | |
| File No. 000-53012 |
Dear Sir or Madam:
We have read Item 4.01 of Form 8-K dated May 5, 2017 of First Choice Healthcare Solutions, Inc. (“the Registrant”) and are in agreement with the statements contained therein as it pertains to our firm.
We have no basis to agree or disagree with any other statements of the Registrant contained in Item 4.01.
Sincerely,
/s/ RBSM LLP