Item 4.01 Changes in Registrant's Certifying Accountant.

Dismissal of Principal Independent Accountant

On January 7, 2020, B2Digital, Incorporated, a Delaware corporation (the "Company"), informed Accell Audit & Compliance, P.A., the Company's principal independent accountant ("Accell"), of the Company's decision, which was approved by the Company's Board of Directors, to dismiss Accell as the Company's principal independent accountant effective as of October 1, 2019.

None of the reports of Accell, on the Company's financial statements for the past year or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles.

There were no disagreements between the Company and Accell, for the most recent fiscal year ended March 31, 2019 and any subsequent interim period through January 7, 2020 (date of dismissal) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Accell, would have caused them to make reference to the subject matter of the disagreement in connection with its report. Further, Accell has not advised the Company that:

1) internal controls necessary to develop reliable financial statements did not


    exist; or

2) information has come to the attention of Accell which made it unwilling to


    rely upon management's representations, or made it unwilling to be associated
    with the financial statements prepared by management; or

3) the scope of the audit should be expanded significantly, or information has


    come to the attention of Accell that they have concluded will, or if further
    investigated, might materially impact the fairness or reliability of a
    previously issued audit report or the underlying financial statements, or the
    financial statements issued or to be issued covering the fiscal year ended
    March 31, 2020.

The Company provided Accell with a copy of the disclosures in this Current Report on Form 8-K (the "Form 8-K") prior to filing with the Securities and Exchange Commission (the "SEC"). A copy of Accell's letter dated January 9, 2020 to the SEC, stating whether it agrees with the statements made in this report, is filed as Exhibit 16.1 to this Form 8-K.

Engagement of New Principal Independent Accountant

On January 9, 2020, the Company engaged Assurance Dimensions ("AD") as the Company's independent registered public accounting firm for the year ending March 31, 2020. The engagement was approved by the Company's Board of Directors.

During the Company's two most recent fiscal years, and any subsequent interim period prior to engaging AD, neither the Company nor anyone on its behalf consulted AD regarding either: (i) the application of accounting principles to a specified transaction regarding the Company, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements; or (ii) any matter regarding the Company that was either the subject of a disagreement or a reportable event.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.   Description
16.1            Letter from Accell Audit & Compliance, P.A. Dated January 9, 2020
              Regarding Change in Certifying Accountant








  2

© Edgar Online, source Glimpses