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EX-16.1 - LETTER FROM HEIN ? ASSOCIATES LTD, LLP - Vertex Energy Inc.ex-16_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): March 31, 2017

 

VERTEX ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 001-11476 94-3439569

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(I.R.S. Employer

Identification No.)

 

1331 Gemini Street

Suite 250

Houston, Texas 77058

(Address of principal executive offices)(Zip Code)

 

Registrant's telephone number, including area code: (866) 660-8156

 

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

CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.

 

On April 5, 2017, the Board of Directors and Audit Committee of Vertex Energy, Inc. (the “Company”, “we” and “us”) engaged Ham, Langston & Brezina, L.L.P. (“HLB”) as the Company’s independent registered public accounting firm for the year ended December 31, 2017. Previously, on March 31, 2017, Hein & Associates LLP (“Hein”) had informed the Company that it declined to stand for reappointment as the Company’s independent auditor for the year ended December 31, 2017.

 

Other than for the inclusion of a paragraph describing the uncertainty of the Company’s ability to continue as a going concern (for the year ended December 31, 2015), Hein’s reports on the Company’s financial statements for the years ended December 31, 2016 and 2015, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

 

During the Company’s two most recent fiscal years and the subsequent interim period preceding Hein’s dismissal, there were: (i) no “disagreements” (within the meaning of Item 304(a) of Regulation S-K) with Hein on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Hein, would have caused it to make reference to the subject matter of the disagreements in its report on the consolidated financial statements of the Company; and (ii) no “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K), except for material weaknesses in the Company’s internal control over financial reporting as described in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2016 and 2015, which have not been corrected as of the date of this filing.

 

The Company has provided Hein with a copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (“SEC”) and requested Hein to furnish to the Company a letter addressed to the SEC stating that it agrees with the statements made above. A copy of Hein’s letter dated April 5, 2017 is attached as Exhibit 16.1 to this Form 8-K.

 

During the Company’s two most recent fiscal years and the subsequent interim period preceding HLB’s engagement, neither the Company nor anyone on its behalf consulted HLB 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 financial statements, and no written report or oral advice was provided to the Company that HLB 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 the subject of a “disagreement” or “reportable event” (within the meaning of Item 304(a) of Regulation S-K and Item 304(a)(1)(v) of Regulation S-K, respectively).

 

In approving the selection of HLB as the Company’s independent registered public accounting firm, the Board of Directors and the Audit Committee considered all relevant factors, including that no non-audit services were previously provided by HLB to the Company.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit No. Description
     
  16.1 Letter dated April 5, 2017 From Hein & Associates 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.

 

  VERTEX ENERGY, INC.
   
Date: April 6, 2017 By: /s/ Chris Carlson  
    Chris Carlson
    Chief Financial Officer

 

 
 

 

EXHIBIT INDEX

 

Exhibit No. Description
     
  16.1 Letter dated April 5, 2017 From Hein & Associates LLP