Item 4.01. Changes in Registrant's Certifying Accountant.
By letter dated September 7, 2022, Aronson LLC ("Aronson") informed U.S.
NeuroSurgical Holdings, Inc. (the "Company") that it will no longer act as the
Company's principal independent accountant as of that date.
Effective August 22, 2022, the Company engaged the firm of AJSH & Co LLP to
serve as the the Company's new independent registered public accountant,
commencing with the third quarter of 2022.
Aronson's audit report on the Company's consolidated financial statements for
the fiscal years ended December 31, 2021 and December 31, 2020 did not contain
an adverse opinion or disclaimer of opinion, nor was it qualified or modified as
to uncertainty, audit scope or accounting principles. During the Company's
fiscal years ended December 31, 2021 and December 31, 2020 and during the
subsequent interim periods through June 30, 2022 the Company had no
disagreements with Aronson 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 Aronson, would have caused
Aronson to make reference to the subject matter of the disagreements in its
reports for such periods.
Except for certain material weaknesses in internal controls identified by the
Company as described in Item 4 of its Form 10-Q for the fiscal quarter ended
June 30, 2022 and its Form 10-Q/A for the quarter ended March 31, 2022 and in
Item 9A of its Annual Report on Form 10-K for the year ended December 31, 2021
and December 31, 2020, there were no "reportable events" as defined in Item
304(a)(1)(v) of Regulation S-K of the rules and regulations of the Securities
and Exchange Commission ("SEC"). The material weaknesses identified in these
reports related to the fact that effective controls were not designed and in
place to ensure that the Company maintained, or had access to, appropriate
resources with adequate experience and expertise in the area of financial
reporting for transactions such as investments in unconsolidated entities,
related party receivables, impairments, lease accounting, accounting for
business combinations, income taxes, and to properly assess the application of
new accounting pronouncements. Despite these noted weaknesses, Aronson rendered
an unqualified opinion on the Company's consolidated financial statements for
the years ended December 31, 2021 and December 31, 2020. Management and the
Company's Lead Director are fully committed to the continued improvement of our
internal controls over financial reporting. The Company is in the process of
developing efficient approaches to remediate this material weakness. To do this
in a cost-effective manner, considering the current extent of the Company's
operations, management is making arrangements with consultants and advisors to
assist on an as-needed basis..
The Company has authorized Aronson to discuss any matter in this report relating
to the Company and its operations with AJSH & Co LLP, their successor registered
independent public accounting firm.
In accordance with Item 4.01 of Form 8-K and Item 304 of Regulation S-K, the
Company provided Aronson with a copy of this Form 8-K and requested that Aronson
furnish the Company with a letter addressed to the SEC, stating whether or not
it agrees with the statements made by the Company in this Form 8-K. A copy of
Aronson's's response letter is attached as Exhibit 16.1 hereto.
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