Item 4.01 Changes in Registrant's Certifying Accountant
Sadler Gibb and Associates, LLC (the "Former Accounting Firm") resigned as our
independent registered public accounting firm, effective as of February 17,
2022. As described in Item 4.01(a) below, the change in independent registered
public accounting firm is not the result of any disagreement with the Former
Accounting Firm.
(a) Previous Independent Accountants
(i) On February 17, 2022, the Former Accounting Firm resigned as the Company's
independent registered public accounting firm effective on February 17, 2022.
(ii) The Former Accounting Firm's audit reports on the Company's financial
statements as of and for the year's ended November 30, 2020, and 2019 did not
contain an adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope, or accounting principles.
The reports of the Former Accounting Firm on the Company's financial statements
as of and for the years ended November 30, 2020, and 2019 contained an
explanatory paragraph which noted that there was substantial doubt as to the
Company's ability to continue as a going concern as the Company has incurred net
losses since inception and existing uncertain conditions which the Company faces
relative to its obtaining capital in the equity markets.
(iii) The Company's Board was notified by the auditors of their decision to
resign resulting in a change in independent accountants, and then acting under
authority delegated to it, approved the change of the independent accountants at
a Board of Director's meeting on February 18, 2022.
(iv) During the years ended November 30, 2020, and 2019 and the period through
February 17, 2022, 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 as that term is defined in Item 304(a)(1)(v) of
Regulation S-K.
The Company has 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 statement. A copy of the letter from the Former
Accounting Firm is attached hereto as Exhibit 16.1 to this Form 8-K.
(b) New Independent Accountants
On February 18, 2022, the Company engaged BF Borgers CPA PC (the "New Accounting
Firm") as our independent registered public accounting firm for the period ended
November 30, 2021. The Board made the decision to engage the New Accounting Firm
acting under authority delegated to it and the Board of Directors approved the
same on February 18, 2022.
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 its
appointment as New Accounting Firm regarding 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 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 the accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of disagreement
(as defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) or a reportable event (within the meaning of Item 304(a)(1)(v) of
Regulation S-K).
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Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses or funds acquired.
(b) Pro Forma financial information
(d) Exhibits.
Exhibit No. Description
16.1 Letter from Sadler Gibb and Associates, LLC
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