Item 4.01 Changes in Registrant's Certifying Account
(a) Dismissal of Independent Registered Public Accounting Firm
Effective April 28, 2021, MNP, Member of Praxity ("MNP") was dismissed as the
independent registered public accounting firm of RCMW Group, Inc. (the
"Company"). The Company's Board of Directors approved the dismissal of MNP.
MNP's reports on the Company's financial statements for the year ended April 30,
2020, did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting
principles.
MNP was the independent registered public accounting firm for the Registrant's
from April 30, 2018 through January 31, 2021. None of MNP reports on the
Registrant's financial statements from April 30, 2018 through January 31, 2021,
(a) contained an adverse opinion or disclaimer of opinion, or (b) was modified
as to uncertainty, audit scope, or accounting principles, or (c) contained any
disagreements on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of Seale & Beers, would have caused it to make
reference to the subject matter of the disagreements in connection with its
reports. None of the reportable events set forth in Item 304(a)(1)(iv) of
Regulation S-K occurred during the period in which Seale & Beers served as the
Registrant's principal independent accountants.
However, the report of MNP on the financial statements of the Registrant for the
years ended April 30, 2019 and April 30, 2020 did not contain any adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles, except that the reports
indicated that there was a substantial doubt as to the Registrant's ability to
continue as a going concern and that the financial statements did not include
any adjustments that might result from the outcome of this uncertainty.
The Company provided MNP with a copy of the foregoing disclosures and requested
MNP to furnish the Company with a letter addressed to the U.S. Securities and
Exchange Commission stating whether or not MNP agrees with the disclosures. A
copy of MNP's letter is filed as Exhibit 16.1 to this Current Report on Form
8-K.
(b) New Independent Registered Public Accounting Firm
On April 28, 2021, the Company's Board of Directors, acting in the capacity of
an audit committee, engaged RBSM LLP ("RBSM") as the Company's new independent
registered public accounting firm to act as the principal accountant to audit
the Company's financial statements. During the Company's fiscal years ended
April 30, 2020 and 2019, and through January 31, 2021, neither the Company, nor
anyone acting on its behalf, consulted with RBSM regarding the application of
accounting principles to a specific completed or proposed transaction or the
type of audit opinion that might be rendered on the Company's financial
statements, and no written report or oral advice was provided that RBSM
concluded was an important factor considered by the Company in reaching a
decision as to any such accounting, auditing or financial reporting issue.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Filed
Exhibit Exhibit Description herewith
16.1 Letter to the U.S. Securities and Exchange Commission X
from MNP, dated April 30, 2021, regarding the matters
disclosed in Item 4.01 of this Current Report on Form
8-K.
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