ITEM
4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
(a)
Termination of Paritz & Company, P.A.
i.
Effective August 11, 2016, Royal Energy Resources, Inc. (the “Company”) received notification from Paritz & Company,
P.A. (“Paritz”) that they would be unable to continue as the Company’s principal independent registered public
accounting firm. The board of directors does not have a separate audit committee and approved the resignation of Paritz.
ii.
The report of Paritz on the Company’s financial statements for the fiscal year ended August 31, 2015, did not contain
an adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty, audit scope or accounting principles,
except that Paritz’s report for that fiscal year contained an explanatory paragraph with respect to the substantial
doubt about the Company’s ability to continue as a going concern.
iii.
During the fiscal year ended August 31, 2015 and during the subsequent period through the date of Paritz’s resignation,
there were no: (1) disagreements between the Company and Paritz, whether or not resolved, on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the
satisfaction of Paritz, would have caused Paritz to make reference thereto in its opinion to the subject matter of the
disagreement or (2) “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
iv.
The Company provided Paritz with a copy of this Current Report on Form 8-K and has requested that Paritz furnish the Company
with a letter addressed to the Securities and Exchange Commission stating whether or not Paritz agrees with the statements
made in this Current Report on Form 8-K with respect to Paritz and, if not, stating the items with which they do not agree. A
copy of Paritz’s letter has been filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b)
Engagement of Brown, Edwards & Company, L.L.P.
i.
Effective August 11, 2016, the Company engaged Brown, Edwards & Company, L.L.P. (“BrownEdwards”) as the
Company’s independent registered public accounting firm. The engagement was approved by the board of directors, which
also serves the role of audit committee.
ii.
In connection with the Company’s appointment of BrownEdwards as the Company’s independent registered accounting
firm, the Company has not consulted BrownEdwards on any matter relating to the application of accounting principles to a
specific transaction, either completed or contemplated, or the type of audit opinion that might be rendered on the
Company’s financial statements.
