Item 4.01 Changes in Registrant's Certifying Accountant.
(a) On January 30, 2023, the Board of Directors of Registrant approved the
dismissal of PKF Antares ("PKF") as the independent certifying accountant for
the Registrant. The Board of Directors of the Registrant dismissed PKF that same
day. PKF's report on the Registrant's financial statements for the year ended
October 31, 2021, the only report issued by PKF, contained no adverse opinion or
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles, except that the Registrant's audited
financial statements for the year ended October 31, 2021 contained a going
concern qualification in the Registrant's audited financial statements.
During the fiscal year ended October 31, 2021, and through the subsequent
interim periods through July 31, 2022, there were no disagreements with PKF on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of PKF concerning the subject matter of each of
such disagreements would have caused them to make reference thereto in their
report on the financial statements for such year.
The Registrant provided a copy of the foregoing disclosures to PKF prior to the
date of the filing of this Current Report on Form 8-K and requested that PKF
furnish it with a letter addressed to the Securities & Exchange Commission
stating whether or not it agrees with the statements in this described herein. A
copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) On January 30, 2023, the Registrant's Board of Directors approved the
engagement of Gries & Associates, LLC ("Gries"), as the Registrant's independent
accountant effective immediately to audit the Registrant's financial statements
and to perform reviews of interim financial statements. During the fiscal year
ended Octboer 31, 2022 through the date of this report, neither the Registrant
nor anyone acting on its behalf consulted with Gries regarding (i) either the
application of any accounting principles to a specific completed or contemplated
transaction of the Registrant, or the type of audit opinion that might be
rendered by Gries on the Registrant's financial statements; or (ii) any matter
that was either the subject of a disagreement with PKF or a reportable event
with respect to PKF.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
16.1 Letter from PKF Antares to the Securities and Exchange
Commission, dated February 1, 2023
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