RMTG 8-K
Regenerative Medical Technology Group Inc. (RMTG)
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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Securities registered pursuant to Section 12(b) of the Act: None.
SECTION 4 – Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant.
On September 22, 2023, we dismissed L J Soldinger Associates, LLC (the “Former Accountant”) as our independent registered public accounting firm and, on September 22, 2023, we engaged Victor Mokuolu, CPA PLLC (the “New Accountant”) as our independent registered public accounting firm. The engagement of the New Accountant was approved by our Board of Directors.
The Former Accountant’s audit report on our financial statements for the years ended December 31, 2022 and 2021 contained no adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit report on the financial statements of the Company for the years ended December 31, 2022 and 2021 contained an uncertainty about the Company’s ability to continue as a going concern.
For the years ended December 31, 2022 and 2021, and through the interim period ended September 22, 2023, there were no “disagreements” (as such term is defined in Item 304 of Regulation S-K) with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods.
For the years ended December 31, 2022 and 2021, and through the interim period ended June 30, 2023, there were the following “reportable events” (as such term is defined in Item 304 of Regulation S-K). As disclosed in Part II, Item 9A of the Company’s Form 10-K for the year ended December 31, 2022, the Company’s management determined that the Company’s internal controls over financial reporting were not effective as of the end of such period.
The Company’s internal controls have not been remediated as of the date of this Current Report on Form 8-K.
Other than as disclosed above, there were no reportable events for the years ended December 31, 2022 and 2021, and through the interim period ended September 22, 2023. Our Board of Directors discussed the subject matter of each reportable event with the Former Accountant. We authorized the Former Accountant to respond fully and without limitation to all requests of the New Accountant concerning all matters related to the audited period by the Former Accountant, including with respect to the subject matter of each reportable event.
Prior to retaining the New Accountant, the Company did not consult with the New Accountant 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).
On September 26, 2023, the Company provided the Former Accountant with its disclosures in the Current Report on Form 8-K disclosing the dismissal of the Former Accountant and requested in writing that the Former Accountant furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Former Accountant’s response is filed as an exhibit to this Current Report on Form 8-K.
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SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 16.1 | Letter from L J Soldinger Associates, LLC to the Securities and Exchange Commission | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| Meso Numismatics Inc. | |
| /s/ Dave Christensen | |
| Dave Christensen | |
| Chief Executive Officer | |
| Date: September 26, 2023 |
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Exhibit 16.1
 |
Certified Public Accountants and Business Consultants |
September 26, 2023
United States Securities and Exchange Commission
100 F Street N.E.
Washington, DC 20549
Dear Commission:
We have read the statements of Meso Numismatics, Inc., made in the Form 8-K dated September 26, 2023, under Item 4.01. We are in agreement with the statements made concerning L J Soldinger Associates, LLC in the Form 8-K, including those statements made in paragraphs 1 through 6, and paragraph 8. We are not in a position to agree or disagree with the other statements made in the Form 8-K by Meso Numismatics, Inc., contained therein.
Sincerely,
/s/ L J Soldinger Associates, LLC
L J Soldinger Associates, LLC
21925 Field Parkway, Suite 240 Deer Park, IL 60010 Tel: 847-726-8100 Fx: 847-726-6770 www.soldinger.com