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 S-K, except that the Company’s internal
controls over financial reporting were not effective due to the existence of material weaknesses in the Company’s internal
control over financial reporting, identified in the Company’s Annual Report on Form 10-K for the fiscal year ended April
30, 2018 filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 6, 2018 relating to: (1) lack
of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles in the US (“GAAP”)
and the financial reporting requirements of the Securities and Exchange Commission; (2) insufficient written policies and procedures
to ensure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC
disclosure requirements; and (3) lack of segregation of duties, in that we only had one person performing all accounting-related
duties. The Audit Committee and Board of Directors of the Company discussed the material weaknesses with MBP. The Company has
authorized MBP to respond fully to the inquiries of the successor accountant of the Company concerning the material weaknesses.
There is no disagreement with MBP on the above matters.
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.