Item 4.01. Changes in Registrant's Certifying Accountant.
Beginning in December 2020, the Audit Committee (the "Audit Committee") of the
board of directors (the "Board") of RedHawk Holdings Corp., a Nevada corporation
(the "Company"), initiated a competitive process to review the appointment of
the Company's independent registered public accounting firm for the fiscal year
ending June 30, 2021, and the related review of the Company's quarterly
financial statements beginning with the three month periods ended December 31,
2020. The process was completed in January 2021.
On December 31, 2020, the Company received written notification from its
independent registered public accountants, Postlethwaite & Netterville, APAC
("P&N") that they had resigned as the Company's auditors. On the next business
day, January 4, 2021, the Audit Committee engaged MaloneBailey, LLP
("MaloneBailey"), to serve as the Company's independent registered public
accounting firm to audit the Company's financial statements for its fiscal year
ending June 30, 2021 and to review the Company's quarterly financial statements
beginning with the three month period ended December 31, 2020.
P&N's reports on the Company's consolidated financial statements for the fiscal
years ended June 30, 2019 and June 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 to indicate that there was
substantial doubt about the Company's ability to continue as a going concern.
In connection with the audits of consolidated financial statements for the
fiscal years ended June 30, 2019 and June 30, 2020, including the interim
quarterly periods within those years and that interim quarterly period ended
September 30, 2020, there were no disagreements, as contemplated by Item
304(a)(1)(iv) of Regulation S-K ("Regulation S-K") under the Securities Act of
1933, as amended, between P&N and the Company on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to P&N's satisfaction, would
have caused P&N to make reference to the subject matter thereof in connection
with its reports for such years.
In connection with the audits of consolidated financial statements the fiscal
years ended June 30, 2019 and June 30, 2020, including the interim quarterly
period ended September 30, 2020, P&N advised the Company that the internal
controls necessary for the Company to develop reliable financial statements did
not exist due to certain material weaknesses previously disclosed by the
Company. The subject matter of these material weaknesses was discussed with P&N
by the Company's management and the Audit Committee. The Audit Committee has
authorized P&N to respond fully to the inquiries of the successor independent
registered public accounting firm concerning these material weaknesses, and P&N
has agreed to provide such information to the successor independent registered
public accounting firm.
The Company has provided P&N with a copy of the disclosures it is making in this
Current Report on Form 8-K, and requested from P&N a letter addressed to the
U.S. Securities and Exchange Commission stating whether it agrees with such
disclosures. A copy of P&N's letter dated January 7, 2021 is attached as Exhibit
16.1 hereto.
During the two most recent fiscal years, and in the subsequent interim periods
through January 4, 2021, the Company did not consult with MaloneBailey 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 neither a written report
nor oral advice was provided to the Company that MaloneBailey 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 matter that was
either the subject of a disagreement, as contemplated by Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a
reportable event, as described in Item 304(a)(1)(v) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
16.1 Letter from Postlethwaite & Netterville, APAC to the Securities and
Exchange Commission, dated January 7, 2021.
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