Item 4.01. Changes in Registrant's Certifying Accountant.
Dismissal of Independent Registered Public Accounting Firm
On November 11, 2020, Digital Brand Media & Marketing Group, Inc. (the
"Company") provided notice to Liggett & Webb, P.A. ("Liggett") that the Company
was dismissing Liggett as the Company's independent registered public accounting
firm, effective immediately. The decision to change accountants was approved by
the board of directors.
Liggett had served as the Company's independent registered public accounting
firm since October 16, 2017. The report of Liggett on the Company's consolidated
financial statements for the fiscal year ended August 31, 2019 did not contain
an adverse opinion or a disclaimer of opinion, and was not qualified or modified
as to uncertainty, audit scope or accounting principles, with the exception of
the Company's ability to continue as a going concern.
During the fiscal year ended August 31, 2019 and through the subsequent interim
periods as of November 10, 2020, there were no "disagreements" (as defined in
Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Liggett 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 Liggett would have caused Liggett to make reference thereto in
its report on the consolidated financial statements for such year. During the
fiscal year ended August 31, 2019 and through the subsequent interim periods as
of November 11, 2020, there were no "reportable events" (as defined in Item
304(a)(1)(v) of Regulation S-K).
The Company provided Liggett with a copy of the disclosure it is making herein
in response to Item 304(a) of Regulation S-K, and requested that Liggett furnish
a copy of its letter addressed to the Securities and Exchange Commission (the
"SEC"), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not
Liggett agrees with the statements related to them made by the Company in this
report. A copy of Liggett's letter to the SEC, dated November 11, 2020, is
attached as Exhibit 16.1 to this report.
Newly Engaged Independent Registered Public Accounting Firm
On November 11, 2020 the Company approved the appointment of M&K CPAs
LLC("M&K"), as the Company's new independent registered public accounting firm,
effective immediately, to perform independent audit services for the fiscal year
ending August 31, 2020. During the Company's two most recent fiscal years and
subsequent interim period preceding M&K's engagement, neither the Company, nor
anyone on its behalf, consulted M&K regarding either (i) the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered with respect to the
consolidated financial statements of the Company, and no written report or oral
advice was provided to the Company by M&K that was an important factor
considered by the Company in reaching a decision as to any accounting, auditing
or financial reporting issue; or (ii) any matter that was 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 that term is defined in Item
304(a)(1)(v) of Regulation S-K).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished herewith:
Exhibit
Number Description
16.1 Letter of Liggett & Webb, P.A., dated November 11, 2020
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