Business Context and Reporting Period
This Form 8-K is filed by MassRoots, Inc. (not Greenwave Technology Solutions, Inc.) on December 28, 2017, reporting events occurring as early as December 21, 2017. The registrant is an emerging growth company incorporated in Delaware with principal executive offices in Denver, Colorado.
Key Financial Metrics
This filing is a current report regarding a change in accounting firm and does not contain specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity figures for the current period.
Material Changes
- Resignation of Auditor: Liggett & Webb, P.A. ("L&W") resigned as the independent registered public accounting firm effective December 21, 2017. L&W served as auditor from January 15, 2016, through December 21, 2017.
- Going Concern Warning: The audit reports for the years ended December 31, 2016, and December 31, 2015, included an explanatory paragraph describing conditions that raised substantial doubt about the Company's ability to continue as a going concern.
- Appointment of New Auditor: RBSM LLP was appointed as the independent registered public accounting firm effective December 28, 2017, for the fiscal year ending December 31, 2017.
- No Disagreements: The Company reported no disagreements with L&W regarding accounting principles, practices, or audit scope, nor were there any reportable events prior to the resignation.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on future operations, or specific risk factors beyond the historical "going concern" qualification noted in prior audit reports. The primary risk highlighted is the recent change in auditors following a period where the company's ability to continue as a going concern was questioned.
Investor Verification Checklist
- Verify the reasons for Liggett & Webb, P.A.'s resignation by reviewing the accompanying letter (Exhibit 16.1).
- Confirm the status of the "substantial doubt about going concern" noted in the 2015 and 2016 audit reports.
- Review the engagement terms and initial findings of the newly appointed auditor, RBSM LLP.
- Check for any subsequent filings (e.g., 10-K or 10-Q) that may provide updated financial data and liquidity status.