Item 4.01. Changes in Registrant’s Certifying
Accountant.
On
December 12, 2013, Azure Holding Group Corp. (the “Registrant”) was informed by
Ronald Chadwick, P.C. (“Ronald Chadwick”) that it was terminating its services
and resigning as the Registrant’s independent registered public accounting firm.
On December 12, 2013, the Registrant retained Cutler & Co., LLC (“Cutler”)
as its principal independent accountants. The decision to retain Cutler as the
principal independent accountants was approved, and the resignation of Ronald
Chadwick was accepted, by the Registrant’s Board of Directors.
The Termination of Ronald
Chadwick
Ronald
Chadwick was the Company’s
registered independent accountant from April 17, 2012 to
December 12, 2013,
The reports of Chadwick for the period from inception to
August 31, 2012 and year ended August 31, 2013 did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to
audit scope or accounting principles, except that the reports contained an
explanatory paragraph stating that there was substantial doubt about the
Company’s ability to continue as a going concern.
in a manner as
contemplated by Item 304(a)(1)(ii) of Regulation S-K.
There were no
disagreements or reportable events during the period April 17, 2012 (inception)
to August 31, 2012, year ended August 31, 2013 and the subsequent interim period
preceding the resignation of Ronald Chadwick on December 12, 2013.
.
The
Company has provided Ronald Chadwick with a copy of the disclosure and has
requested that Ronald Chadwick furnish an updated letter as Exhibit 16
in
accordance with Items 304(a)(3) and 601(b)(16) of Regulation S-K.
The Engagement of Cutler
Prior to December 12, 2013, the date that
Cutler was retained as the principal independent accountants of the
Registrant:
(1) The Registrant did not consult Cutler
regarding 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 Registrant’s financial statements;
(2) Neither a written report nor oral advice
was provided to the Registrant by Cutler that they concluded was an important
factor considered by the Registrant in reaching a decision as to the accounting,
auditing or financial reporting issue; and
(3) The Registrant did not consult Cutler
regarding 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 any of
the reportable events set forth in Item 304(a)(1)(v) of Regulation
S-K.
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