8-K 1 vertex8k042715.htm vertex8k042715.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: May 1, 2015
Date of Earliest Event Reported: April 27, 2015

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 27, 2015, Vertex Energy, Inc. (the “Company”, “we” and “us”) dismissed LBB & Associates Ltd., LLP (“LBB”) and engaged Hein & Associates LLP (“Hein”) as our independent registered public accounting firm through and with the approval and recommendation of our Board of Directors and Audit Committee.

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, 2014), LBB’s reports on the Company’s financial statements for the years ended December 31, 2014 and 2013, 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 LBB’s dismissal, there were: (i) no “disagreements” (within the meaning of Item 304(a) of Regulation S-K) with LBB 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 LBB, 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 Report on Form 10-K for the year ended December 31, 2014, which have not been corrected as of the date of this filing.

The Company has provided LBB with a copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (“SEC”) and requested LBB to furnish to the Company a letter addressed to the SEC stating that it agrees with the statements made above. A copy of LBB’s letter dated April 30, 2015 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 Hein’s engagement, neither the Company nor anyone on its behalf consulted Hein 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 Hein 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 Hein as the Company’s independent registered public accounting firm, the Board of Directors considered all relevant factors, including that no non-audit services were previously provided by Hein to the Company.
 
 
 

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.
Description
     
 
Letter dated April 30, 2015 From LBB & Associates Ltd., 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: May 1, 2015
By: /s/ Chris Carlson
 
Chris Carlson
 
Chief Financial Officer
 

 
 

 


 
EXHIBIT INDEX
 
Exhibit No.
Description
     
 
Letter dated April 30, 2015 From LBB & Associates Ltd., LLP