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): April 25, 2016
Microlin Bio, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-55425 | 45-4507811 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
|
135 East 57th Street, 24th Floor New York, NY |
10022 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: (646) 406-6243 |
|
___________________________________________________ (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 (17CFR 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.
On April 25, 2016, we dismissed RBSM, LLP (the “Former Accountant”) as our independent auditor. Also on April 25, 2016, our board of directors appointed LJ Soldinger Associates, LLC (the “New Accountant”) as our new independent registered public accounting firm.
The Former Accountant was engaged on January 6, 2016. From the time of its engagement through the date of its dismissal on April 25, 2016, the Former Accountant did not render an audit report on any of the Company’s annual financial statements or a review report on any of the Company’s interim quarterly financial statements. As reported in our Current Report on Form 8-K filed December 22, 2015, the Former Accountant did render an audit report on the financial statements of our accounting acquirer, Microlin Bio, Inc. for the fiscal years ended September 30, 2015 and September 30, 2014. The Former Accountant’s audit reports on the financial statements of our accounting acquirer for our fiscal years ended September 30, 2015 and 2014, contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, with exception of uncertainty regarding our ability to continue as a going concern.
During the Company’s fiscal years ended September 30, 2015 and 2014, the subsequent interim period thereto, and through April 25, 2016, there were no “disagreements” (as such term is defined in Item 304 of Regulation S-K) with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods.
During the Company’s fiscal years ended September 30, 2015 and 2014, and through the interim periods ended April _25, 2016, there were the following “reportable events” (as such term is defined in Item 304 of Regulation S-K). As disclosed in Part II, Item 9A of the Company’s Form 10-K for the former fiscal year ended December 31, 2014, the Company’s management determined that the Company’s internal controls over financial reporting were not effective as of the end of such period due to the existence of material weaknesses related to the following:
| (i) | lack of an audit committee; |
| (ii) | lack of a majority of outside directors on our board of directors; and |
| (iii) | management dominated by a single individual/small group without adequate compensating controls. |
These material weaknesses have not been remediated as of the date of this Current Report on Form 8-K.
Other than as disclosed above, there were no reportable events during the Company’s fiscal years ended September 30, 2015 and 2014 and through the interim periods ended April 25, 2016. We authorized the Former Accountant to respond fully and without limitation to all requests of the New Accountant concerning all matters related to the audited period by the Former Accountant, including with respect to the subject matter of each reportable event.
Prior to retaining the New Accountant, we did not consult with the New Accountant regarding either: (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304 of Regulation S-K).
On April 25, 2016, the Company provided the Former Accountant with its disclosures in this Current Report on Form 8-K disclosing the dismissal of the Former Accountant and requested in writing that the Former Accountant furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Former Accountant’s response is filed as an exhibit to this Current Report on Form 8-K.
| 2 |
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 16.1 | Letter from RBSM, LLP to the Securities and Exchange Commission |
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.
Microlin Bio, Inc.
/s/ Joseph Hernandez
Joseph Hernandez
Executive Chairman
Date: April 26, 2016
| 3 |
RBSM LLP
NEW YORK, NEW YORK
April 26, 2016
Securities and Exchange Commission
100 F Street, N.W.
Washington, DC 20549-7561
Dear Sirs/Madams:
We have read Item 4.01 of the Microlin Bio, Inc. (the "Company") Form 8-K dated April 26, 2016, and are in agreement with the statements relating only to RBSM, LLP contained therein. We have no basis to agree or disagree with other statements of the Company contained therein
Very truly yours,
/s/ RBSM LLP
New York, New York