Item 4.01 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous Independent Registered Public Accounting Firm
(i) On February 7, 2020, Northern Minerals & Exploration Ltd., (the "Company")
dismissed Fruci & Associates II, PLLC as the Company's independent registered
public accounting firm.
(ii) The reports of Fruci & Associates II, PLLC on the Company's consolidated
financial statements for the fiscal years ended July 31, 2018 and 2017,
contained no adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principle except to
indicate that there was substantial doubt about the Company's ability to
continue as a going concern.
(iii) The Company's Board of Directors participated in and approve the decision
to change independent registered public accounting firms.
(iv) During the fiscal years ended July 31, 2018 and 2017, there have been no
disagreements with Fruci & Associates II, PLLC on any matter of accounting
principles or practices, financial statement disclosure or auditing scope
or procedure, which disagreements if not resolved to the satisfaction of Fruci &
Associates II, PLLC would have caused them to make reference thereto in
connection with their report on the financial statements for such years.
However, from fiscal year ended July 31, 2018 and through February 7, 2020,
there has been a disagreement with Fruci & Associates II, PLLC on auditing scope
or procedure, which disagreements if not resolved to the satisfaction of Fruci &
Associates II, PLLC we believe would prevent the issuance of their report for
the fiscal years ended July 31, 2019.
(v) The Company has requested that Fruci & Associates II, PLLC furnish it with a
letter addressed to the SEC stating whether or not it agrees with the above
statements. A copy of the letter provided by Fruci & Associates II, PLLC is
filed as Exhibit 16.1 to this Form 8-K.
(b) New Independent Registered Public Accounting Firm
(i) On February 7, 2020 the Company engaged Haynie & Company as its new
independent registered public accounting firm. During the most recent fiscal
years and through February 7, 2020, the Company had not consulted with Haynie
& Company regarding any of the following:
(ii) The application of accounting principles to a specific transaction, either
completed or proposed;
(iii) The type of audit opinion that might be rendered on the Company's
consolidated financial statements, and none of the following was provided to the
Company: (a) a written report, or (b) oral advice that Haynie & Company
concluded was an important factor considered by the Company in reaching a
decision as to accounting, auditing or financial reporting issue; or
(iv) Any matter that was subject of a disagreement, as that term is defined in
Item 304(a)(1)(iv) of Regulation S-K.
Item 5.02 - DEPARTURE OF A DIRECTOR OR PRINCIPAL OFFICER, APPOINTMENT OF A NAMED
OFFICER
On February 1, 2020, Victor Miranda resigned as the Company's Chief Financial
Officer. There are no disagreements between Mr. Miranda and the Company. Mr.
Miranda felt it was in the best interest of the Company for this position to be
filled with a person in the Salt Lake City area to be able to work more closely
with the day to day operations.
On February 7, 2020 the Board of Directors appointed Rachel Boulds to serve as
the Company's Chief Financial Officer.Ms. Boulds currently operates her sole
accounting practice which she has led since 2009. Ms. Boulds provides outsourced
chief financial officer services and all aspects of consulting and accounting
services to a range of clients, including the preparation of full disclosure
financial statements for public companies to comply with GAAP and SEC
requirements. Ms. Boulds also currently provides for other companies. From
August 2004 through July 2009, she was employed as a Senior Auditor for HJ &
Associates, LLC, where she performed audits and reviews of public and private
companies, including the preparation of financial statements to comply with GAAP
and SEC requirements. From 2003 through 2004, Ms. Boulds was employed as a
Senior Auditor at Mohler, Nixon and Williams. From September 2001 through July
2003, Ms. Boulds worked as an ABAS Associate for PriceWaterhouseCoopers. Ms.
Boulds earned a B.S. in Accounting from San Jose University in 2001.
The Board is pleased to have Ms. Boulds join the Company to serve as its Chief
Financial Officer. We also greatly appreciate Victor Miranda for his time served
as the Company's Chief Financial Officer.
Item 9.01 Financial Statements and Exhibits
16.1
Letter from Fruci & Associates II, PLLC to the Securities and Exchange
Commission dated February 14, 2020
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