Item 4.01 Changes in Registrant's Certifying Accountant
(a) Previous independent registered public accounting firm
On August 26, 2021, the Board of Directors ("Board") of SITO Mobile Ltd. (the
"Company") was informed that BDO USA, LLP ("BDO") was planning to resign as
independent registered public accounting firm for the Company, effective as of
August 30, 2021. The Board accepted BDO's resignation on August 30, 2021.
The audit report of BDO on the consolidated financial statements of the Company
as of December 31, 2018 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles.
During the Company's fiscal years ended December 31, 2017 and December 31, 2018,
and through the date of resignation of BDO, there have been no "disagreements"
(as such term is described in Item 304(a)(1)(iv) of Regulation S-K) with BDO on
any matter of accounting principle or practices, financial statement disclosure
or auditing scope or procedure, which disagreements if not resolved to the
satisfaction of BDO would have caused BDO to make reference thereto in their
reports on the consolidated financial statements for such years.
During the fiscal year ended December 31, 2018 and through the date of BDO's
resignation, none of the" reportable events" described in Item 304(a)(1)(v) of
Regulation S-K occurred, except to note, for the year ended December 31, 2018,
that management identified a material weakness in the Company's internal control
over financial reporting related to an insufficient complement of finance and
accounting resources within the organization to ensure proper application of
U.S. GAAP with respect to complex non-routine transactions.
The Company provided BDO with a copy of the foregoing disclosures and requested
that BDO furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the above statements.
A copy of BDO's letter dated August 30, 2021, is attached as Exhibit 16.1
hereto.
(b) New independent registered public accounting firm
On August 30, 2021, the Board approved the engagement of M&K CPA's PLLC ("M&K")
as the Company's independent registered public accounting firm for the fiscal
year ending December 31, 2019.
During the Company's fiscal years ended December 31, 2018, and December 31, 2019
and through August 26, 2021, neither the Company nor anyone on its behalf
consulted with M&K regarding (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 Company's consolidated financial
statements, and no written report or oral advice was provided by M&K to the
Company that M&K 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 subject of a disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K) or any reportable events (as defined in Item 304(a)(1)(v) of
Regulation S-K).
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Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
16.1 Letter dated August 30, 2021.
Cautionary Information Regarding Trading in the Company's Securities
The Company cautions that trading in the Company's securities during the
pendency of the Chapter 11 Cases is highly speculative and poses substantial
risks. Trading prices for the Company's securities may bear little or no
relationship to the actual recovery, if any, by the holders of the Company's
securities in the Chapter 11 case.
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