MERCARI COMMUNICATIONS GROUP, LTD. (OTCMKTS:MCAR) Files An 8-K Changes in Registrant’s Certifying AccountantItem 4.01
(a) Dismissal of Principal Accountant
1. On July 18, 2017, Mercari Communications Group, Ltd. (the “Company”) dismissed BloomSchon CPAs LLC (“BloomSchon”) as its independent registered principal accounting firm. BloomSchon has been the Company’s independent registered principal accounting firm since September 29, 2015 and issued a report on the Company’s financial statements for the year ended May 31, 2016. BloomSchon’s report on the Company’s financial statements for the fiscal year ended May 31, 2016 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to audit scope or accounting principles. Such report of BloomSchon was prepared assuming that the Company had the ability to continue as a going concern. The decision to change auditors was approved by entire Board of Directors of the Company.
2. During the year ended May 31, 2016 and the subsequent interim periods through the date of this filing, (i) the Company has not had any disagreements with BloomSchon on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to BloomSchon’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such periods, and (ii) there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
3. The Company has provided BloomSchon with a copy of disclosures it is making in this Form 8-K and requested that BloomSchon furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of BloomSchon’s letter dated July 18, 2017, is filed as Exhibit 16.1 hereto.
(b) Engagement of Principal Accountant
1. On July 18, 2017, the Company engaged MJF & Associates, APC (“MJF”) as its registered independent public accountants for the fiscal year ended May 31, 2017. The decision to engage MJF was approved by the Board of Directors of the Company.
2. During the Company’s two most recent fiscal years ended May 31, 2016 and 2017, and through the date of this filing, the Company did not consult with MJF on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and MJF did not provide either a written report or oral advice to the Company that MJF concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or (iii) a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit 16.1 Letter to Securities and Exchange Commission from BloomSchon CPAs LLC dated July 18, 2017.
MERCARI COMMUNICATIONS GROUP LTD Exhibit…To view the full exhibit click here
About MERCARI COMMUNICATIONS GROUP, LTD. (OTCMKTS:MCAR)
Mercari Communications Group, Ltd. is a shell company. The Company seeks to acquire a privately owned business with the intent that the Company becomes a publicly owned business. The Company intends to acquire interests in various business opportunities. The Company had no products or services as of May 31, 2016. The Company has not generated any revenues. The Company was engaged in the business of providing educational products, counseling, seminar programs and publications, such as newsletters to adults aged 30 to 50.