Meso Numismatics : Change in Certifying Accountants - Form 8-K

Item 4.01 Changes in Registrant's Certifying Accountant.

On September 22, 2023, we dismissed L J Soldinger Associates, LLC (the "Former Accountant") as our independent registered public accounting firm and, on September 22, 2023, we engaged Victor Mokuolu, CPA PLLC (the "New Accountant") as our independent registered public accounting firm. The engagement of the New Accountant was approved by our Board of Directors.

The Former Accountant's audit report on our financial statements for the years ended December 31, 2022 and 2021 contained no adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit report on the financial statements of the Company for the years ended December 31, 2022 and 2021 contained an uncertainty about the Company's ability to continue as a going concern.

For the years ended December 31, 2022 and 2021, and through the interim period ended September 22, 2023, there were no "disagreements" (as such term is defined in Item 304 of Regulation S-K) with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods.

For the years ended December 31, 2022 and 2021, and through the interim period ended June 30, 2023, there were the following "reportable events" (as such term is defined in Item 304 of Regulation S-K). As disclosed in Part II, Item 9A of the Company's Form 10-K for the year ended December 31, 2022, the Company's management determined that the Company's internal controls over financial reporting were not effective as of the end of such period.

The Company's internal controls have not been remediated as of the date of this Current Report on Form 8-K.

Other than as disclosed above, there were no reportable events for the years ended December 31, 2022 and 2021, and through the interim period ended September 22, 2023. Our Board of Directors discussed the subject matter of each reportable event with the Former Accountant. We authorized the Former Accountant to respond fully and without limitation to all requests of the New Accountant concerning all matters related to the audited period by the Former Accountant, including with respect to the subject matter of each reportable event.

Prior to retaining the New Accountant, the Company did not consult with the New Accountant regarding either: (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company's financial statements; or (ii) any matter that was the subject of a "disagreement" or a "reportable event" (as those terms are defined in Item 304 of Regulation S-K).

On September 26, 2023, the Company provided the Former Accountant with its disclosures in the Current Report on Form 8-K disclosing the dismissal of the Former Accountant and requested in writing that the Former Accountant furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Former Accountant's response is filed as an exhibit to this Current Report on Form 8-K.