Item 4.01. Change in Registrant's Certifying Accountant.
(a) Dismissal of Former Independent Registered Public Accounting Firm
On December 9, 2022, the Board of Directors of Bigeon Corp. (the "Company")
approved the dismissal of Mac Accounting Group, LLP ("Mac Accounting") as the
Company's independent registered public accounting firm, effective immediately.
Mac Accounting's reports on the Company's financial statements as of and for the
years ended July 31, 2022 and 2021 contained no adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope, or
accounting principles, except that the audit reports of Mac Accounting on the
financial statements of the Company as of and for the years ended July 31, 2022
and 2021 included an explanatory paragraph that described factors that raised
substantial doubt about the Company's ability to continue as a going concern.
During the fiscal years ended July 31, 2022 and 2021, and in the subsequent
interim period through December 9, 2022, (i) there were no disagreements with
Mac Accounting (within the meaning of Item 304(a)(1)(iv) of Regulation
S-K ("Regulation S-K") of the rules and regulations of the U.S. Securities and
Exchange Commission (the "SEC")) on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure that
if not resolved to Mac Accounting's satisfaction, would have caused Mac
Accounting to make reference to the subject matter of the disagreements in
connection with its reports; and (ii) there were no reportable events (as
defined by Item 304(a)(1)(v) of Regulation S-K), except for the material
weaknesses in the Company's internal control over financial reporting previously
disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended
July 31, 2022. As previously disclosed, the following control deficiencies were
identified that represent material weaknesses as of July 31, 2022: (i) the
Company does not have an adequate internal control structure or adequate
oversight over financial reporting. The Company has no employees and only one
member of management whom is also the Company's sole director, therefore the
Company lacks adequate segregation of duties. Further, the Company currently has
no Audit Committee. While not being legally obligated to have an audit
committee, it is the management's view that such a committee, including a
financial expert member, is an utmost important entity level control over the
Company's financial statement. Currently the Board of Directors acts in the
capacity of the Audit Committee, and does not include a member that is
considered to be independent of management to provide the necessary oversight
over management's activities. Lastly, due to the minimal operations and small
size of the Company the Company has not employed individuals that have the
necessary accounting knowledge and expertise to ensure accurate financial
reporting under US GAAP; (ii) the Company lacks appropriate information
technology controls. As of July 31, 2022, the Company retained copies of all
financial data and material agreements; however, there is no formal procedure or
evidence of normal backup of the Company's data or off-site storage of data in
the event of theft, misplacement, or loss due to unmitigated factors.
In accordance with Item 304(a)(3) of Regulation S-K, on December 9, 2022, the
Company provided Mac Accounting with a copy of the foregoing disclosures and
requested that Mac Accounting provide a letter addressed to the SEC stating
whether it agrees with such disclosures. A copy of Mac Accounting's letter dated
December 12, 2022 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm
On December 9, 2022, the Board of Directors of the Company approved the
appointment of Onestop Assurance PAC ("Onestop Assurance") as the Company's new
independent registered public accounting firm for the fiscal year ending July
31, 2023. During the Company's two most recent fiscal years ended July 31, 2022
and 2021, and the subsequent interim period through December 9, 2022, neither
the Company nor anyone acting on its behalf consulted with Onestop Assurance
with respect to 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 on the consolidated financial statements of the
Company, and no written report or oral advice was provided by Onestop Assurance
to the Company that Onestop Assurance 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 the subject of either
a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a
reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
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ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
16.1 Letter from Mac Accounting Group, LLP, dated December 12, 2022
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the inline XBRL document)
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