Item 4.01Changes in Registrant's Certifying Accountant.
On September 27, 2022, Michael Gillespie & Associates, PLLC ("Gillespie")
resigned as Sino American Oil Corp.'s (the "Company") independent registered
public accounting firm, effective immediately. Gillespie's audit report on the
Company's consolidated financial statements for the fiscal year ended December
31, 2021, which included an explanatory paragraph as to the Company's ability to
continue as a going concern, did not contain any adverse opinions or disclaimers
of opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
During the fiscal year ended December 31, 2021, and in the subsequent interim
period through October 3, 2022, there were (i) no disagreements between the
Company and Gillespie 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 Gillespie, would have
caused Gillespie to make reference to the subject matter of the disagreement in
their reports on the Company's consolidated financial statements for such years
and (ii) there were no "reportable events" as defined in Item 304(a)(1)(v) of
Regulation S-K under the Exchange Act.
The Company has provided Gillespie with a copy of the foregoing disclosures and
has requested that Gillespie furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the statements
made by the Company set forth above. A copy of Gillespie's letter, dated
September 28, 2022, is filed as Exhibit 16.1 to this Current Report.
On September 28, 2022, the Board of Directors (the "Board") of the Company
appointed BF Borgers CPA PC ("Borgers") as the Company's independent registered
public accounting firm to audit the Company's consolidated financial statements
for the quarter ended September 30, 2022 and the fiscal year ending December 31,
2022.
During the fiscal year ended December 31, 2021, and in the subsequent interim
period through October 3, 2022, neither the Company nor anyone on the Company's
behalf consulted Borgers with respect to either (i) the application of
accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Company's financial
statements, and neither a written report nor oral advice was provided to the
Company by Borgers that Borgers concluded was an important factor considered by
the Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a
disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K
under the Exchange Act and the related instructions to Item 304 of Regulation
S-K under the Exchange Act, or a reportable event, as that term is defined in
Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.
Item 9.01.Financial Statements and Exhibits
(d) Exhibits.
16.1 Letter from MICHAEL GILLESPIE & ASSOCIATES, PLLC, dated September 28,
2022 to the Securities and Exchange Commission
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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