Item 4.01 Changes in Registrant's Certifying Accountant.
Dismissal of Independent Registered Accounting Firm
On May 2, 2022, the Board of Directors (the "Board") of CEN Biotech, Inc., an
Ontario, Canada corporation (the "Company") approved the dismissal of Mazars USA
LLP ("Mazars"), as its independent registered accounting firm, effective
immediately.
Mazars was engaged by the Company on January 16, 2018. No audit report of Mazars
for the years ended December 31, 2021 or December 31, 2020, contained an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles, with the exception of
providing an explanatory paragraph stating there was substantial doubt about the
Company's ability to continue as a going concern.
During the Company's two most recent fiscal years and through May 2, 2022, (i)
there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions) between the Company and Mazars on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which, if not resolved to the satisfaction of Mazars, would
have caused Mazars to make reference to the subject matter of such disagreement
in connection with its reports on the financial statements for such periods and
(ii) there were no "reportable events" (as defined in Item 304(a)(1)(v) of
Regulation S-K).
The Company provided Mazars with a copy of the disclosure contained herein,
prior to its filing with the Securities and Exchange Commission (the
"Commission") and requested that Mazars furnish the Company with a letter
addressed to the Commission stating whether or not it agreed with the statements
herein and, if not, stating the respects in which it does not agree.
Mazars's letter to the Commission, dated May 4, 2022, is attached hereto as
Exhibit 16.1.
Engagement of New Independent Registered Accounting Firm
On May 2, 2022, the Company's Board approved the appointment of Olayinka Oyebola
& Co ("OOC") as the Company's new independent registered public accounting firm
effective immediately.
During the Company's two most recent fiscal years ended December 31, 2021 and
2020, and the subsequent interim period through May 2, 2022, neither the Company
nor anyone acting on its behalf consulted with OOC 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 on
the Company's financial statements, in connection with which either a written
report or oral advice was provided to the Company that OOC 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 defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions) or reportable event (as defined in
Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this
Current Report on Form 8-K.
Exhibit No. Description
16.1* Letter from Mazars USA LLP to
the Securities and Exchange
Commission dated May 4, 2022.
104 Cover Page Interactive Data File
(embedded within the Inline XBRL
document)
*Filed herewith.
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