Item 4.01 Changes in Registrant's Certifying Accountant.
Item 4.01(a) Resignation of Independent Accountant.
On March 23, 2023, the Board of Directors dismissed the Company's independent registered public accounting firm Sadler, Gibb & Associates, LLC., Draper, UTah.
During the period ended August 31, 2022 (the "Review Period"), there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Sadler, Gibb & Associates, LLC., 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 Sadler, Gibb & Associates, LLC, would have caused Sadler, Gibb & Associates, LLC., to make reference on the subject matter of the disagreements in its reports. None of Sadler, Gibb & Associates, LLC., audit reports for the period ended August 31, 2022 contained an adverse opinion or disclaimer of opinion, nor was any such report qualified or modified as to uncertainty, audit scope, or accounting principles, except to indicate that there was substantial doubt about the Company's ability to continue as a going concern.
During the year ended August 31, 2022, there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided Sadler, Gibb & Associates, LLC., with a copy of this Form 8-K, and has requested that Sadler, Gibb & Associates, LLC., to furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of such letter is filed with this Form 8-K.
Item 4.01(b) Engagement of New Independent Accountant.
On March 30, 2023, upon the recommendation of the Company's Board, the Company engaged Michael Gillespie & Associates, PLLC. (“MGAP”), as its new independent registered public accounting firm effective immediately. MGA will audit the Company's financial statements for the fiscal year ending August 31, 2023 and will conduct reviews of the Company's unaudited quarterly financial statements required prior to the audit and report and then on an ongoing basis thereafter.
During the Review Period, neither the Company nor anyone on its behalf consulted with MGAP with respect to (1) 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 was provided to the Company nor oral advice was provided that MGAP concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue or (2) any matter that was either the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a "reportable event" (as described in Item 304(a)(1)(v) of Regulation S-K).