Item 4.01. Changes in Registrant’s Certifying Accountant.

On July 15, 2019, the Board of Directors of Fuse Group Holding Inc. (the “Company”) approved the dismissal of MJF and Associates, APC (“MJF”) as the Company’s independent registered public accounting firm for the fiscal year ended September 30, 2019, effective immediately.

MJF’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended September 30, 2018 and 2017 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports on the consolidated financial statements of the Company for the fiscal years ended September 30, 2018 and 2017 contained an uncertainty about the Company’s ability to continue as a going concern.

During the fiscal years ended September 30, 2018 and 2017, and in the subsequent interim period through July 14, 2019, there were (i) no disagreements between the Company and MJF on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MJF, would have caused MJF to make reference to the subject matter of the disagreement in their reports on the financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K, except as noted in the following paragraph:

During the fiscal years ended September 30, 2018 and 2017, and through the interim period ended July 14, 2019, there were the following “reportable events” (as such term is defined in Item 304 of Regulation S-K). As disclosed in Part I, Item 4 of the Company’s Form 10-Q for the quarter ended March 31, 2019, the Company’s management determined that the Company’s internal controls over financial reporting were not effective as of the end of such period due to the existence of material weaknesses related to the following:

1.  We do not have an Audit Committee. While we are not legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is of the utmost importance for entity-level control over the Company’s financial statements. Currently, the Board of Directors acts in the capacity of an audit committee.

2.  We did not implement appropriate information technology controls. As of March 31, 2019, the Company was retaining copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors. 

3.   We currently lack sufficient accounting personnel with the appropriate level of knowledge, experience and training in U.S. GAAP and SEC reporting requirements.

These material weaknesses have not been remediated as of the date of this Current Report on Form 8-K.

The Company provided MJF with a copy of the disclosures it is making in this Current Report on Form 8-K (the “Report”) prior to the time the Report was filed with the Securities and Exchange Commission (the “SEC”). The Company requested that MJF furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of MJF’s letter dated July 19, 2019, is attached as Exhibit 16.1 hereto.

On July 15, 2019, the Company’s Board of Directors approved the engagement of Prager Metis CPAs, LLP ("Prager Metis"), as the Company’s independent registered public accounting firm, effective as of July 15, 2019.  The Board of Directors also approved Prager Metis to act as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2019.

In deciding to approve and ratify the engagement of Prager Metis, the Board of Directors reviewed auditor independence and existing commercial relationships with Prager Metis, and concluded that Prager Metis has no commercial relationship with the Company that would impair its independence. During the fiscal years ended September 30, 2018 and 2017, respectively, and in the subsequent interim period through July 14, 2019, neither the Company nor anyone acting on its behalf has consulted with Prager Metis on any of the matters or events set forth in Item 304(a)(2) of Regulation S-K.