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EX-16 - EXHIBIT 16.1 - TALON REAL ESTATE HOLDING CORP. | exhibit161.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 21, 2017
TALON REAL ESTATE HOLDING CORP.
(Exact name of registrant as specified in charter)
Utah |
| 000-53917 |
| 26-1771717 |
(State or other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
5500 Wayzata Boulevard Suite 1070 Minneapolis, Minnesota |
| 55416 |
Address of Principal Executive Offices |
| (Zip Code) |
Registrant's telephone number, including area code: (612) 604-4600
N/A |
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 4.01. Changes in Registrants Certifying Accountant.
On November 21, 2017, Talon Real Estate Holding Corporation (the Company), received notice from Baker Tilly Virchow Krause, LLP (BT) they resigned as the Companys independent registered public accounting firm effective November 20, 2017.
BTs accountants reports for the years ended December 31, 2015 and 2014 did not contain an adverse opinion or disclaimer of opinion, however, those reports were modified as to uncertainty about the Companys ability to continue as a going concern.
During 3rd Quarter 2017 the Company, began a process to select a new independent registered public accounting firm as the Companys auditor, an action which was ratified by the Board of Directors.
During the fiscal years ended December 31, 2015 and 2014 and subsequent interim periods ending March 31, 2016, June 30, 2016 and September 30, 2016 preceding BTs resignation, there were no disagreements with BT on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures. BT have not completed any audits of annual periods or performed any reviews of interim or annual periods as of any date or for any periods subsequent to September 30, 2016.
Prior to the date of this filing, BT advised management and members of the audit committee of the Company of a material weakness in the Companys internal control over financial reporting related to the Companys ability to execute a timely and accurate close of its 2016 financial statements and a material weakness related to the Companys failure to follow policies and procedures related to timely communication, monitoring and approvals of material contracts and agreements, indebtedness, commitments and contingencies, and related party transactions for timely evaluation and disclose in the Companys financial statements.
Due to the material weaknesses reported relating to the 2016 financial statements, management performed additional analysis and procedures to ensure that the Companys consolidated financial statements and schedules that will be included in 2016 Annual Report were presented fairly in conformity with generally accepted accounting principles and fairly present in all material respects the Companys financial position, results of operations and cash flows for the periods presented.
Item 9.01. Exhibits.
(d) Exhibits
Letter from Baker Tilly Virchow Krause, 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.
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Date: November 28, 2017 | By: | /s/ Keith Gruebele |
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| Keith J. Gruebele, Chief Financial Officer |