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) July 15, 2016
Advanzeon
Solutions, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of Incorporation)
| 1-9927 |
|
95-2594724 |
| (Commission File
Number) |
|
(IRS Employer Identification
No.) |
________________________________________________________________
2901
W. Busch Blvd., Suite 701, Tampa FL. 33618
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (801) 367-9080
_______________________________________________
(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 communication 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 Change in Registrant’s Certifying Accountant
On
July 15, 2016, the Company was informed that its Independent registered public accounting firm Mayer Hoffman McCann P.C. (“MHM”)
had resigned. On November 7, 2016, the Audit Committee of the Board of Directors of the Company unanimously recommended and authorized
the engagement of Isdaner & Company, LLC (“Isdaner”) to serve as the Company’s independent registered public
accounting firm to audit the Company’s consolidated financial statements for the 2013, 2014 and 2015 fiscal years and to
perform a review of the Company’s condensed consolidated interim financial statements for the first, second and third quarters
of fiscal 2016, and to perform an audit of the Company’s consolidated financial statements for the fiscal year ended December
31, 2016. The Board of Directors unanimously accepted and approved the action of the Audit Committee. The appointment is effective
November 7, 2016.
Except
as cited below , no audit report of MHM on the Company’s consolidated financial statements for either of the two fiscal
years ending December 31, 2011, and 2012,( which are the last fiscal years to be audited), contained an adverse opinion or a disclaimer
of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles. Such reports were modified to
raise substantial doubt about the Company’s ability to continue as a going concern.
During
the last two years for which an audit report was issued, 2011 and 2012, on the Company’s consolidated financial statements
preceding MHM’s resignation, there was no disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) with MHM on any matter of accounting principles, financial statement or auditing scope or procedures which, if not
resolved to the satisfaction of MHM, would have caused MHM to make reference to the matter in their report(s).
The
Company provided MHM with a copy of this Form 8-K Report prior to its filing with the U.S. Securities and Exchange Commission
(“Commission”) and requested that MHM furnish the Company with a letter addressed to the Commission stating whether
it agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K and, if not, stating the respects
in which it does not agree. A copy of MHM’s letter dated November 10, 2016, is attached as Exhibit 16.1 to this Form 8-K.
Prior
to the engagement of Isdaner neither the Company nor anyone on its behalf consulted Isdaner regarding, (i) the application of
accounting principles to a specific 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 by Isdaner to the Company
that Isdanner concluded was an important factor considered by the Company in reaching a decision as to accounting, auditing or
financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as described in Item 304(a)1)(iv)
of Regulation S-K and related instructions) or a reportable event (as described in Item 304(a)(1)(iv) of Regulation S-K).
ITEM
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit
16.01 Letter from Mayer Hoffman McCann P.C.
SIGNATURES
Pursuant
to 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.
| Dated: November 14, 2016 |
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Advanzeon Solutions, Inc. |
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Registrant |
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By: |
/S/ Clark
A. Marcus |
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Clark A. Marcus |
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Title: |
Chief Executive Officer |
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