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

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STG GROUP, INC. (OTCMKTS:STGG) Files An 8-K Changes in Registrant’s Certifying Accountant
Item 4.01. Changes in Registrant’s Certifying Accountant.

(a)On November 30, 2017, BDO USA, LLP (“BDO”) advised the Chairman of the Board of Directors (the “Chairman”) of STG Group, Inc. (the “Company”) of BDO’s resignation as the Company’s independent registered public accounting firm, effective on that date. Neither the Chairman nor the Audit Committee of the Board of Directors, which committee ceased to function as of November 20, 2017 (the “Audit Committee”), requested, recommended or approved the resignation ofBDO.

BDO’s audit reports on the Company’s consolidated financial statements as of and 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 principle.

During the two most recent fiscal years and the subsequent interim period through the date of BDO’s resignation, there were, insofar as the Chairman is aware (1)no disagreements with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter of the disagreements in its reports on the financial statements for such years and (2)no “reportable events” (as defined in Item304(a)(1)(v) of Regulation S-K).

The Company provided BDO with a copy of the disclosures it is making in this Current Report on Form 8-K (the “Report”) and requested that BDO furnish a letter addressed to the SEC stating whether or not it agrees with the above statements. Such letter is filed as Exhibit 16 to this report.

(b)The Company does not expect that it will be able to appoint a new independent registered public accounting firm in light of the exercise by MC Admin Co LLC (“MC Admin”) of its rights to vote the shares of STG Group Holdings, Inc., a wholly-owned subsidiary of the Company (“Holdings”) following the Company’s default under the term of its Credit Agreement, dated as of November 23, 2015 (the “Credit Agreement”), among the Company, Holdings, STG, Inc., a wholly-owned subsidiary of Holdings (“STG”), Access Systems, Incorporated, various lenders, MC Admin, as administrative agent and lead arranger, and PNC Bank, National Association, as collateral agent.

Item 9.01. Financial Statements and Exhibits.


STG Group, Inc. Exhibit
EX-16 2 tv480878_ex16.htm EXHIBIT 16    Exhibit 16   December 6,…
To view the full exhibit click here

About STG GROUP, INC. (OTCMKTS:STGG)

STG Group, Inc., formerly Global Defense & National Security Systems, Inc., provides specialist cyber, software and intelligence solutions. The Company’s solutions are integral to national security-related programs run by approximately 50 the United States Government agencies, including the Department of Defense, the Intelligence Community, the Department of Homeland Security, the Department of State and other government departments with national security responsibilities. Its area of operation include security information and event management; network intrusion detection and prevention; application vulnerability assessment; agile software development; command and control system development; complex application development; advanced collection and analysis; multi-intelligence exploitation and dissemination, and multi-lingual intelligence analysis. It specializes in cyber security and secure information systems; software development, systems and services, and intelligence and analytics.

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