MLRT 8-K
Metalert, Inc. (MLRT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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| Item 4.01 | Changes in Registrant’s Certified Public Accountant |
| (a) | Resignation of M&K CPAS, PLLC (“M&K”), Certified Public Accountants |
| (i) | On July 12, 2024 M&K CPAS, PLLC (“M&K”) resigned as the Company’s independent registered public accounting firm. M&K had served as the Company’s independent registered public accounting firm since 2021. | |
| (ii) | M&K’s audit reports on the financial statements of the Company for the fiscal years ended December 31, 2023 and 2022 contained no adverse opinion or disclaimer of opinion, nor were they qualified as to uncertainty, audit scope or accounting principles except that such reports included an explanatory paragraph describing the uncertainty of the Company’s ability to continue as a going concern. | |
| (iii) | The resignation of M&K was agreed to by the MetAlert Board of Directors and Audit Committee on January 12, 2024. | |
| (iv) | During the fiscal years ended December 31, 2022 and 2023, and through July 12, 2024, there were no “disagreements” (as such term is defined in Item 304 of Regulation S-K) or reportable events ( as described under Item 304(a)(1)(v) of Regulation S-K) with M&K on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to their satisfaction, would have caused M&K to make reference to the subject matter of the disagreement in connection with its reports. | |
| (v) | The Company provided M&K with its disclosures in the Current Report on Form 8-K disclosing the resignation of M&K and requested in writing that M&K furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. M&K’s response is filed as an exhibit to this Current Report on Form 8-K. |
| (b) | Appointment of dbbmckennon (“DBBM”), as the Company’s independent registered public accounting firm |
| (i) | Following a careful deliberation and competitive process among various accounting firms, on July 12, 2024, the Company’s Board of Directors and Audit Committee approved the engagement of DBBM as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, effective July 12, 2024. | |
| (ii) | Prior to retaining DBBM, the Company did not consult with DBBM regarding either: (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304 of Regulation S-K). |
| ITEM 9.01 | EXHIBITS |
| EXHIBIT NUMBER | DESCRIPTION | |
| 16 | Letter from M&K CPAS, PLLC to the Securities and Exchange Commission, dated July 18, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereto duly authorized.
| July 18, 2024 | MetAlert, Inc. | |
| By: | /s/ Patrick Bertagna | |
| Name: | Patrick Bertagna | |
| Title: | Chief Executive Office | |
Exhibit 16.1
July 18, 2024
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by MetAlert, Inc. which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of MetAlert, Inc., dated July 18, 2024. We agree with the statements concerning our Firm in such Form 8-K. We have no basis to agree or disagree with the statements regarding the other firm.
Very truly yours,
/s/M&K CPAS, PLLC