Changes in Registrant’s Certifying Accountant
(a) Dismissal of Principal Accountant
1. On January 23, 2019, Eternity Healthcare
Inc. (the “Company”) dismissed Marcum Bernstein & Pinchuk
as its independent registered principal accounting firm. MBP has been the Company’s independent registered principal accounting
firm since January 29, 2018 and issued a report on the Company’s financial statements for the year ended April 30, 2018.
MBP’s report on the Company’s financial statements for the fiscal year ended April 30, 2018 did not contain an adverse
opinion or a disclaimer of opinion, nor was it qualified or modified as to audit scope or accounting principles except to indicate
that there was substantial doubt about the Company’s ability to continue as a going concern. The decision to change auditors
was approved by the Board of Directors of the Company.
2. During the year ended April 30, 2018
and the subsequent interim periods through the date of this filing, (i) the Company has not had any disagreements with MBP on any
matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements,
if not resolved to MBP’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
3. The Company has provided MBP with a
copy of disclosures it is making in this Form 8-K and requested that MBP furnish a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the statements made herein. A copy of MBP’s letter dated January 23, 2019,
is filed as Exhibit 16.1 hereto.
(b) Engagement of Principal Accountant
1. On January 23, 2019, the Company engaged
Simon & Edward,
(“SE”) as its registered independent public accountants.
The decision to engage SE was approved by the Board of Directors of the Company.
2. During the Company’s two most
recent fiscal years ended April 30, 2018, and through the date of this filing, the Company did not consult with SE 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 SE did not provide either a written report or oral advice to the Company that
SE 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.