Attached files
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EX-16.1 - EX-16.1 - U.S. Stem Cell, Inc. | d29106_ex16-1.htm |
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): January 24, 2012
BIOHEART, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
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1-33718 |
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65-0945967 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
13794 NW 4th Street,
Suite 212
Sunrise, Florida 33325
(Address of principal executive offices, including zip code)
(954) 835-1500
(Registrants telephone number, including area code)
Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Previous independent registered public accounting firm
On January 24, 2012, Bioheart, Inc. (the Company) advised RBSM LLP of its decision to replace RBSM LLP as the Companys independent registered public accounting firm. RBSM LLP was initially engaged by the Company on February 20, 2011, for the year ended December 31, 2010.
RBSM LLPs report on the Companys consolidated financial statements for the fiscal year ended December 31, 2010 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principle, except that the report of RBSM LLP on the Companys financial statements for fiscal year 2010 contained an explanatory paragraph, which noted that there was substantial doubt about the Companys ability to continue as a going concern.
During the fiscal year ended December 31, 2010, and the subsequent interim period through January 24, 2012, there were no disagreements between the Company and RBSM LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to RBSM LLPs satisfaction, would have caused them to make reference to the subject matter of the disagreement in connection with their report on the financial statements of the Company for such year.
During the fiscal year ended December 31, 2010, and during the subsequent interim period through January 24, 2012, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided RBSM with a copy of this disclosure set forth under this Item 4.01 and requested RBSM LLP to furnish a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the above statements.
A copy of the letter from RBSM LLP is attached hereto as Exhibit 16.1.
New independent registered public accounting firm
On January 24, 2012 (the Engagement Date), the Company engaged Fiondella, Milone & LaSaracina LLP (FML) as its independent registered public accounting firm for the Companys fiscal year ended December 31, 2011. The engagement of FML as the Companys independent registered public accounting firm was approved by the Audit Committee of the Companys Board of Directors.
During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with FML regarding either:
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the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Companys financial statements, and neither a written report was provided to the Company nor oral advice was provided that FML concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or
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any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
Description of Exhibit |
16.1 |
Letter from RBSM LLP |
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.
Date: January 30, 2012
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BIOHEART, INC. |
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By: |
/s/ Mike Tomas |
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Mike Tomas |
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President and Chief Executive Officer |
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Exhibits
16.1 |
Letter from RBSM LLP |