ARC GROUP, INC. (OTCMKTS:ARCK) Files An 8-K Changes in Registrant’s Certifying Accountant

ARC GROUP, INC. (OTCMKTS:ARCK) Files An 8-K Changes in Registrant’s Certifying Accountant
Item 9.01 Changes in Registrant’s Certifying Accountant.

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On September 21, 2017, ARC Group, Inc. (the “Company”) dismissed M&K CPAS, PLLC (“M&K”) as the Company’s independent registered public accounting firm. The decision was approved by the Company’s board of directors, which serves as the Company’s audit committee.

The reports of M&K on the Company’s financial statements for the fiscal years ended December31, 2016 and 2015 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except as follows:

(i)The report of M&K on the Company’s consolidated financial statements for the fiscal year ended December 31, 2016 contained the following provision: “The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has insufficient working capital and reoccurring losses from operations, all of which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

(ii)The report of M&K on the Company’s financial statements for the fiscal year ended December 31, 2015 contained the following provision: “The accompanying financial statements have been prepared assuming that the Company will continue as a goingconcern. As discussed in Note 2 to the financial statements, the Company has insufficient working capital and reoccurring losses from operations, all of which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

During the fiscal years ended December31, 2016 and 2015, and the subsequent interim period preceding the dismissal of M&K on September 21, 2017, there were no disagreements with M&K on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which, if not resolved to M&K’s satisfaction, would have caused M&K to make reference to the matter in its report, and there were no “reportable events” as that term is described in Item 304(a)(1)(v)of Regulation S-K.

The Company provided a copy of this disclosure to M&K and requested that M&K furnish a letter addressed to the SEC stating whether it agrees with the above statements or, if not, stating the respects in which it does not agree. The Company received the requested letter from M&K, a copy of which is filed as Exhibit 16.1 to this Current Report on Form8-K.

On September 21, 2017, the Company’s board of directors approved the engagement of Eide Bailly, LLP (“Eide Bailly”) as the Company’s new independent registered public accounting firm for the Company’s fiscal year ending December 31, 2017.

During the fiscal years ended December31, 2016 and 2015, and the subsequent interim period commencing on January1, 2017 and ending on the date of Eide Bailly’s engagement, neither the Company nor anyone acting on its behalf consulted with Eide Bailly regarding: (i)the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company’s financial statements, and neither a written report or oral advice was provided to the Company that Eide Bailly concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii)any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv)of Regulation S-K, ora “reportable event” within the meaning of Item 304(a)(1)(v)of Regulation S-K.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.
16.1 Letter from M&K CPAS, PLLC dated September 21, 2017


ARC Group, Inc. Exhibit
EX-16.1 2 v475977_ex16-1.htm EXHIBIT 16.1       Exhibit 16.1 [M&K CPAS,…
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About ARC GROUP, INC. (OTCMKTS:ARCK)

ARC Group, Inc. is an operator and franchisor of the Dick’s Wings brand of restaurants. The Company’s Dick’s Wings concept includes traditional Dick’s Wings & Grill restaurants, which are full service restaurants, and non-traditional units. It has approximately 20 franchised restaurants and over two concession stands located in the States of Florida and Georgia. The Company offers a range of menu items highlighted by its Buffalo, New York-style chicken wings spun in its sauces and seasonings. It provides customers with an experience from first bite to last call. It focuses on developing brands that offer a range of food and beverages in various markets across the Unites States. The Company markets Dicks’ Wings restaurants as family fun fooderys. Its sauces and seasonings include flavors, such as Bourbon, Cajun Ranch, Caribbean Gold and Mango Habanero. Other menu items that it offers include chicken tenders, quesadillas, specialty burgers and sandwiches, salads, wraps and flatbreads.

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