Stark Focus : Change in Certifying Accountants - Form 8-K

Item 4.01 Changes in Registrant's Certifying Accountant.

On September 26, 2023, Stark Focus Group, Inc. (the "Company") was informed that Gries & Associates, LLC ("Gries") had sold its business to GreenGrowth CPAs ("GreenGrowth").

On October 18, 2023, the Company engaged and executed an agreement with GreenGrowth CPAs ("GreenGrowth"), as the Company's new independent accountant to replace Gries.

The reports of Gries regarding the Company's financial statements for the fiscal years ended December 31, 2022 and 2021, being the two most recent fiscal years for which the Company has filed audited financial statements with the Securities and Exchange Commission (the "SEC"), 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.

The board of directors of the Company, acting as the audit committee, approved the decision to change independent accountants.

During the fiscal years ended December 31, 2022 and 2021, and through October 18, 2023, the Company had no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Gries on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Gries would have caused Gries to make reference thereto in connection with its report.

During the fiscal years ended December 31, 2022 and 2021, and through October 18, 2023, the Company did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that management of the Company discussed with Gries the continued existence of material weaknesses in the Company's internal control over financial reporting.

The Company requested Gries to furnish it with a letter addressed to the SEC stating whether or not Gries agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated October 9, 2023, is filed as Exhibit 4.1 to this current report on Form 8-K.

During the Company's fiscal years ended December 31, 2022 and 2021, and through October 18, 2023, neither the Company nor anyone on the Company's behalf consulted with Gries regarding any of the following:

(i) either 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 financial statements, and neither a written report nor oral advice was provided to the Company that Gries concluded 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 either the subject of a disagreement (as defined in 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 defined in Item 304(a)(1)(v) of Regulation S-K).