Item 4.01. Change in Registrant's Certifying Accountant.
(a) Dismissal of Former Independent Registered Public Accounting Firm
On December 20, 2021, the Board of Directors of Fountain Healthy Aging, Inc.
(the "Company") approved the dismissal of Audit Alliance LLP ("Audit Alliance")
as the Company's independent registered public accounting firm, effective
immediately.
Audit Alliance's reports on the Company's consolidated financial statements as
of and for the years ended December 31, 2020 and 2019 contained no adverse
opinion or disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope, or accounting principles, except that the audit
reports of Audit Alliance on the consolidated financial statements of the
Company as of and for the years ended December 31, 2020 and 2019 included an
explanatory paragraph that described factors that raised substantial doubt about
the Company's ability to continue as a going concern.
During the fiscal years ended December 31, 2020 and 2019, and in the subsequent
interim period through December 20, 2021, (i) there were no disagreements with
Audit Alliance (within the meaning of Item 304(a)(1)(iv) of Regulation
S-K ("Regulation S-K") of the rules and regulations of the U.S. Securities and
Exchange Commission (the "SEC")) on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure that
if not resolved to Audit Alliance's satisfaction, would have caused Audit
Alliance to make reference to the subject matter of the disagreements in
connection with its reports; and (ii) there were no reportable events (as
defined by Item 304(a)(1)(v) of Regulation S-K), except for the material
weaknesses in the Company's internal control over financial reporting previously
disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2020. As previously disclosed, the following control deficiencies
were identified that represent material weaknesses as of December 31, 2020: (1)
lack of a functioning audit committee, (2) lack of a majority of outside
directors on the Company's Board of Directors, resulting in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures; (3) inadequate segregation of duties consistent with control
objectives; (4) management of subsidiary companies who do not possess a mature
understanding of U.S. GAAP or U.S. securities laws; and (5) management dominated
by a small group of individuals without adequate compensating controls.
In accordance with Item 304(a)(3) of Regulation S-K, on December 21, 2021, the
Company provided Audit Alliance with a copy of the foregoing disclosures and
requested that Audit Alliance provide a letter addressed to the SEC stating
whether it agrees with such disclosures. A copy of Audit Alliance's letter dated
December 22, 2021 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm
On December 20, 2021, the Board of Directors of the Company approved the
appointment of Onestop Assurance PAC ("Onestop Assurance") as the Company's new
independent registered public accounting firm for the fiscal year ending
December 31, 2021. During the Company's two most recent fiscal years ended
December 31, 2020 and 2019, and the subsequent interim period through December
20, 2021, neither the Company nor anyone acting on its behalf consulted with
Onestop Assurance 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 consolidated financial statements
of the Company and its subsidiaries, and no written report or oral advice was
provided by Onestop Assurance to the Company that Onestop Assurance 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 the subject of either a disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of
Regulation S-K).
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
16.1 Letter from Audit Alliance LLP, dated December 22, 2021
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the inline XBRL document)
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