Item 4.01 Changes in Registrant's Certifying Accountant

(a) On December 2, 2021, Phoenix Rising Companies, Nevada corporation (the "Company"), notified J&S Associate that the Company had dismissed J&S Associate as the independent registered public accounting firm of the Company. The Board of Directors of the Company recommended and approved the dismissal.

The reports of J&S Associate regarding the Company's financial statements as of December 31, 2020 and the related consolidated statements of operations and comprehensive income (loss), consolidated statements of changes in stockholders' equity, and consolidated statements of cash flows for the years then ended, contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principle. The reports of J&S Associate, however, stated that there is substantial doubt about the Company's ability to continue as a going concern.

For the year ended December 31, 2020, and during the subsequent interim period through the date of dismissal, the Company had no disagreement with J&S Associate on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of J&S Associate, would have caused them to make reference thereto in their report on the Company's financial statements for such year ended December 31, 2020. There were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.

The Company provided J&S Associate a copy of the above disclosures and requested J&S Associate to furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. J&S Associate's response is attached as Exhibit 16.1 to this Current Report on Form 8-K.

(b) On December 2, 2021, the Company resolved to engage the independent registered public accounting firm of BF Borgers CPA PC ("BF Borgers"), the Company's new independent registered public accountants, which appointment BF Borgers has accepted.

During the two most recent fiscal years and the interim period preceding the engagement of BF Borgers, the Company has not consulted with BF Borgers regarding either: (i) the application of accounting principles, (ii) the type of audit opinion that might be rendered by BF Borgers or (iii) any other matter that was the subject of disagreement between the Company and its former auditor as described in Item 304(a)(1)(iv), or a reportable event as described in paragraph 304(a)(1)(v), of Regulation S-K. The Company did not have any disagreements with BF Borgers and therefore did not discuss any past disagreements with BF Borgers.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits:



Exhibit    Description

  16.1       Letter from J&S Associate, dated December 3, 2021





2

© Edgar Online, source Glimpses