Exhibit 23.1
Workhorse Group Inc. 100 Commerce Dr Loveland, OH 45140 Office: 513 3604704 Fax: 513 6721012 | ||
Clark, Schaefer,Hackett& Co.
One EastFourthStreet, Suite1200 Cincinnati,OH45202
We areprovidingthisletterinconnectionwithyourreview ofthebalancesheetsofWorkhorseGroup,Inc. ofasofMarch 31,2016andDecember31,2015andfor the threemonths endedMarch31, 2016 and 2015 for the purpose of determining whether anymaterial modificationsshouldbemadeto the interim financialinformation forit to conform with accountingprinciples generally acceptedin the UnitedStates of America . We confirmthat weareresponsible for the fair presentationof theinterimfinancial informationin conformitywith generallyaccepted accountingprinciples. We are alsoresponsible for establishing and maintaining effective internal control over financialreporting.
Certain representationsinthis letterare describedasbeing limited tomattersthatarematerial.Items are considered material,regardless of size,if they involve an omissionor misstatementof accounting information that, in lightof surrounding circumstances, makesit probablethat the judgment ofa reasonableperson relying on theinformation would be changed or influenced by the omission or misstatement.
We confirm,tothebestofourknowledgeandbelief,asofMay16,2016,thefollowingrepresentations
made toyou during yourreview.
1) | The interimfinancialinformation referred toabovehasbeenpreparedandpresentedinconformity withaccountingprinciplesgenerallyaccepted in the United States applicable to interim financial information and with the instructions to Form 10-Q. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required byapplicable laws and regulations. |
2) | We havedesignedour internal control overfinancial reportingtoprovidereasonableassurance regarding the reliabilityof financial reporting and the preparation of interim financial information for external purposes in accordance withgenerally accepted accounting principles. |
3) | Management's certification regardinginternalcontroloverfinancialreporting as ofMay 16,2016 disclosesany changesin the Company's internal control overfinancial reporting that occurred during the most recent quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. |
4) | We havemadeavailabletoyouall -- |
a) | Financial recordsandrelated data,includingthenamesofallrelated parties andall relationships andtransactions with related parties. |
b) | Minutes of the meetings of stockholders, directors, and committees of directors, or summaries of actions of recent meetings for which minutes have not yet been prepared. All significant board and committee actions are included in the summaries. |
5) | There havebeenno communications fromregulatoryagenciesregardingnoncompliance with,or |
deficiencies, infinancial reporting practices.
6) | There areno material transactionsthat have notbeen properlyrecordedin the accountingrecords underlying the interimfinancial information . |
7) | We acknowledgeourresponsibilityforthe design and implementation ofprogramsand controls to prevent and detect fraud. |
8) | We have noknowledgeof anyfraud or suspected fraud affecting theCompanyinvolving: |
a) | Management; |
b) | Employees whohavesignificant roles in internal control overfinancialreporting;or |
c) | Others where thefraud could have a material effect ontheinterim financialinformation. |
9) | We haveno knowledge of any allegationsof fraud or suspectedfraudaffecting the Company received in communications from employees,formeremployees, analysts, regulators, short sellers, or others. |
10) | The Company hasno plans or intentions that may materiallyaffect the carryingvalue or classification ofassets and liabilities. |
11) | Thefollowing have beenproperlyaccounted forandadequately disclosedin the interim financialinformation: |
a) | Related-party relationships and transactions,including sales,purchases, loans,transfers,leasingarrangements, andguarantees, andamountsreceivable fromor payabletorelatedparties. |
b) | Guarantees, whether writtenor oral, under which the Company is contingentlyliable. |
c) | Significant estimatesandmaterial concentrations knowntomanagementthatare required to bedisclosed in accordance with FASB ASC 275,Risks and Uncertainties.Significant assumptions we used in making accounting estimates, including those measured at fair value, are reasonable. |
12) | Thereareno: |
a) | Violationsorpossibleviolationsoflawsorregulationswhoseeffectsshouldbeconsideredfor disclosureintheinterimfinancialinformationorasa basisforrecordingalosscontingency. | |
b) | Unassertedclaimsorassessmentsthatareprobableofassertionandmustbedisclosedin accordancewithFASB ASC450,Contingencies. |
c) | Otherliabilitiesorgainorlosscontingenciesthatarerequiredtobeaccruedordisclosedby FASBASC450,Contingencies. |
d) | Sideagreementsorotherarrangements(eitherwrittenororal)thathavenotbeendisclosedto you. |
13) | The Company hasappropriatelyreconciled itsgeneral ledgeraccounts to their related supporting information.All reconciling items consideredto be material were identified andincluded on the reconciliations andwere appropriately adjusted in the interim financial information.All intracompany (and intercompany) accounts have been eliminated or appropriately measured and considered for disclosure in the interim financial information. |
14) | The Company hassatisfactory title toallowned assets, and thereareno liensorencumbranceson such assets,norhas anyasset been pledged as collateral. |
15) | The Company has complied with allaspectsof contractual agreementsthatwouldhave a material |
effect onthe interimfinancial informationinthe eventofnoncompliance.
To thebestofourknowledgeand belief,no eventshaveoccurredsubsequenttothebalancesheetdate andthroughthedate ofthisletterthatwould requireadjustmenttoor disclosure in the interimfinancial information referred to above.
JulioRodriguez,ChiefFinancialOfficer(PrincipalFinancialandAccountingOfficer)