0001079973-17-000028.txt : 20170117 0001079973-17-000028.hdr.sgml : 20170116 20170117162418 ACCESSION NUMBER: 0001079973-17-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170113 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170117 DATE AS OF CHANGE: 20170117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BION ENVIRONMENTAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000875729 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 841176672 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19333 FILM NUMBER: 17530994 BUSINESS ADDRESS: STREET 1: C/O BOX 566 STREET 2: 1774 SUMMITVIEW WAY CITY: CRESTONE STATE: CO ZIP: 81131 BUSINESS PHONE: (212) 758-6622 MAIL ADDRESS: STREET 1: C/O BOX 566 STREET 2: 1774 SUMMITVIEW WAY CITY: CRESTONE STATE: CO ZIP: 81131 FORMER COMPANY: FORMER CONFORMED NAME: RSTS CORP DATE OF NAME CHANGE: 19930328 8-K 1 bion_8k.htm FORM 8-K
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


January 13, 2017
Date of Report (date of earliest event reported)

BION ENVIRONMENTAL TECHNOLOGIES, INC.
Exact name of Registrant as Specified in its Charter

Colorado
 
000-19333
 
84-1176672
State or Other Jurisdiction of Incorporation
 
Commission File Number
 
IRS Employer Identification Number


Box 566/1774 Summitview Way
Crestone, Colorado 81131
Address of Principal Executive Offices, Including Zip Code

(212) 758-6622
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))
 
 
 


ITEM 4.01 CHANGE OF REGISTRANT'S CERTIFYING ACCOUNTANT.

On January 13, 2017, Bion Environmental Technologies, Inc. ("Bion") entered into an engagement letter with  Eide Bailly LLP, ("Eide Bailly") Golden, Colorado,  to serve as our certifying accountants commencing with the quarter ending December 31, 2016 through the audit of our fiscal year ending June 30, 2017.

On January 13, 2017, GHP Horwath, P.C. ("GHP") notified Bion that the client – auditor relationship between Bion and GHP has ceased because the partners and employees of GHP joined another accounting firm. See Exhibit 16.01.
The reports of GHP on Bion's consolidated financial statements for the fiscal years ended June 30, 2016 and 2015 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principles, except to indicate that there was substantial doubt about the Company ability to continue as a going concern.
During the fiscal years ended June 30, 2016 and 2015 and through January 13, 2017, Bion has not had any disagreements with GHP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to GHP's satisfaction, would have caused it to make reference thereto in its reports on Bion's consolidated financial statements for the relevant periods. During the fiscal years ended June 30, 2016 and 2015 and through January 13, 2017, there was one reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K, which related to disclosure of a material weaknesses in the Company's internal control over financial reporting. As previously reported, the material weakness was due to lack of segregation of duties; Bion's  size has prevented it from being able to employ sufficient resources to enable Bion to have an adequate level of supervision and segregation of duties within its internal control system.
Bion provided GHP with a copy of this disclosure as set forth under this Item 4.01 and requested GHP 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 the response letter from GHP is attached hereto as Exhibit 16.02.
During the Company's two fiscal years ended June 30, 2016, the quarter ended September 30, 2016  and in the subsequent interim period through January 13, 2017, the Company has not consulted with Eide Bailly 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 neither a written report nor oral advice was provided to the Company that Eide Bailly concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).


 
 


 
ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(a)  Financial Statements of Businesses Acquired

Not Applicable.

(b)   Pro Forma Financial Information

Not Applicable.

(c)   Shell Company Transactions

Not Applicable.

(d)   Exhibits.

Exhibit
Number
 
Description
     
16.1
 
Letter from GHP Horwath, P.C. dated January 13, 2017.
16.2   Letter from GHP Horwath, P. C. dated January 17, 2017.
         
 

 

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.

 
BION ENVIRONMENTAL TECHNOLOGIES, INC.
   
   
  By: s/ Mark A. Smith
Date:  January 17, 2017
Mark A. Smith, President



EX-16.1 2 ex16x1.htm EXHIBIT 16.1

Exhibit 16.1
 
 
 
Crowe GHP Horwath
 
GHP Horwath P.C.
Member Crowe Horwath International


1801 California Street, Suite 2200
Denver, CO  80202
+1.303.831.5000 Tel
+1.303.831.5001 Fax
www.croweghphorwath.com

 
January 13, 2017
 
 
The Board of Directors
Biona Environmental Technologies, Inc.
Box 566-1774 Summitview Way
Crestone, Colorado  81131
 
Dear Members of the Board,
 
We write to inform you that the client-auditor relationship between Bion Environmental Technologies, Inc. (Commission File No. 000-19333) and GHP Horwath, P.C. has ceased. 
 
Sincerely
 
/s/ GHP Horwath, P.C.
GHP Horwath, P.C.
 
 
 
 
 
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
SECPSletters@sec.gov
100 F Street, N.E.
Washington, D.C. 20549
EX-16.2 3 ex16x2.htm EXHIBIT 16.2

Exhibit 16.2
 
 
 
 
 
 
Crowe GHP Horwath
 
GHP Horwath P.C.
Member Crowe Horwath International


1801 California Street, Suite 2200
Denver, CO  80202
+1.303.831.5000 Tel
+1.303.831.5001 Fax
www.croweghphorwath.com

 
January 17, 2017

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

RE:  Bion Environmental Technologies, Inc.

We have read the statements that we understand Bion Environmental Technologies, Inc. (Commission File No. 000-19333) will include in Item 4.01 of the Form 8-K report it will file regarding the recent change of auditors.  We agree with such statements made regarding our firm.  We have no basis to agree or disagree with other statements made in the Form 8-K.

Sincerely,

/s/ GHP Horwath, P.C.
GHP Horwath, P.C.