Item 4.01 Changes in Registrant's Certifying Accountant.
Previous Independent Accountants
(i) On February 24, 2020, GL Brands, Inc. (the "Company") dismissed
Sadler, Gibb & Associates, L.L.C. (the "Former Accounting Firm") as the
independent registered public accounting firm for the Company.
(ii) The reports of the Former Accounting Firm on the Company's financial
statements as of and for the fiscal years ending June 30, 2019 and 2018,
contained no adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope, or accounting principles except as set
forth in subparagraph (iii) below.
(iii) The reports of the Former Accounting Firm on the Company's financial
statements as of and for the years ended June 30, 2019 and 2018, contained an
explanatory paragraph which noted that there was substantial doubt as to the
Company's ability to continue as a going concern because of the Company's
financial condition.
(iv) The Company's Board of Directors approved the dismissal of the Former
Accounting Firm.
(v) During the fiscal years ending June 30, 2019 and 2018, and during the
interim period through February 24, 2020, there (i) have been no disagreements
with the Former Accounting Firm 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 the Former Accounting
Firm, would have caused the Former Accounting Firm to make reference to the
subject matter of such disagreements in its reports on the financial statements
for such years, and (ii) were no reportable events of the kind referenced in
Item 304(a)(1)(v) of Regulation SK.
(vi) The Company requested that the Former Accounting Firm furnish it with
a letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statements. A copy of the letter from the Former
Accounting Firm is attached hereto as Exhibit 16.1 to this Current Report on
Form 8-K.
New Independent Accountants
On or about February 24, 2020, the Company engaged Accell Audit & Compliance
(the "New Accounting Firm") as the Company's independent registered public
accounting firm. The Board approved the decision to engage the New Accounting
Firm.
The Company has not consulted with the New Accounting Firm during our two most
recent fiscal years or during any subsequent interim period prior to February
24, 2020 (the date of the New Accounting Firm's appointment), regarding (i) the
application of accounting principles to a specified transaction, either
completed or proposed? (ii) the type of audit opinion that might be rendered on
our financial statements, and neither a written report was provided to us nor
oral advice was provided that the New Accounting Firm concluded was an important
factor considered by the Company in reaching a decision as to an accounting,
auditing or financial reporting issue? or (iii) any matter that was either the
subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation SK and
the related instructions) or a reportable event (within the meaning of Item
304(a)(1)(v) of Regulation SK).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The exhibits listed in the following exhibit index are filed as part of this
Current Report on Form 8-K:
(d) Exhibits
16.1 Letter from Former Accounting Firm
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