UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): August 13, 2018

 

ORGANICELL REGENERATIVE MEDICINE, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 000-55008 47-4180540
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation)   Identification No.)

 

4045 Sheridan Avenue, Suite 239, Miami, FL 33140

(Address of Principal Executive Offices) (Zip Code)

 

Registrant's telephone number, including area code: (888)963-7881

 

 

_________________________________________________

(Former name or former address, if changed since last report)

 

With a copy to:

Richard C. Fox, Esq.

Fox Law Offices, P.A.

561 NE Zebrina Senda

Jensen Beach, FL 34957

T: 772.225.6435

rickfoxesq @gmail.com

 

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 (see General Instruction A.2. below):

 

[_] 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  [_]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [_]

 

 

 

 

     
 

 

Item 4.01        Changes in Registrant’s Certifying Accountant

 

Effective July 1, 2018, the Company’s independent registered public accountants, GBH CPAs, PC (“GBH”) completed the combination of its practice into Marcum LLP (“Marcum”). As a result of the aforementioned, on August 13, 2018, Organicell Regenerative Medicine, Inc. (the “Company”) formally accepted the resignation of GBH and engaged Marcum as its independent registered public accountants. The engagement of Marcum has been approved by the Company's Board of Directors. The GBH files have been transferred to Marcum and Marcum is completing the October 31, 2017 audit.

 

Pursuant to applicable rules, the Company makes the following additional disclosures:

 

(a) GBH’s report on the consolidated financial statements of the Company as at and for the fiscal year ended October 31, 2016 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that such report contained an explanatory paragraph in respect to uncertainty as to the Company’s ability to continue as a going concern.

 

(b) During the fiscal years ended October 31, 2017 and 2016 and through August 13, 2018, there were no disagreements with GBH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to GBH's satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements for such years. During the fiscal years ended October 31, 2017 and 2016 and through August 13, 2018, there were no events of the type described in Item 304(a)(1)(v) of Regulation S-K.

 

(c) During the fiscal years ended October 31, 2017 and 2016 and through August 13, 2018, the Company did not consult with Marcum with respect to any matter whatsoever including without limitation with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.

 

Item 9.01        Financial Statements and Exhibits

  

(d) Exhibits
   
Exhibit 16.1 GBH CPAs, PC letter to SEC dated August 16, 2018

 

 

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.

 

 

 

Dated: August 16, 2018 ORGANICELL REGENERATIVE MEDICINE, INC.
   
  By:  /s/ Albert Mitrani
    Albert Mitrani
President

 

Exhibit 16.1

 

United States Securities and Exchange Commission

Office of the Chief Accountant

100 F Street, N.E.

Washington, D.C.  20549

 

Ladies and Gentleman:

We have read the statements under Item 4.01 in the Form 8-K dated August 13, 2018, of Organicell Regenerative Medicine, Inc. (formerly Biotech Products Services and Research, Inc.) (the “Company”) to be filed with the Securities and Exchange Commission and we agree with such statements therein as related to our firm. We have no basis to agree or disagree with the other statements made by the Company in the Form 8-K.

 

Sincerely,

 

/s/ GBH CPAs, PC

 

GBH CPAs, PC

www.gbhcpas.com

Houston, Texas

August 16, 2018