Item
4.01 Changes in Registrant’s Certifying Accountant.
(a) Previous Independent Accountants
Assisted
4 Living, Inc. (the “Company”) dismissed Pinnacle Accountancy Group of Utah (a dba of Heaton & Company, PLLC)
(“Pinnacle”) as the Company’s independent registered public accounting firm, effective May 14, 2021. Pinnacle
has been the only independent registered public accounting firm with respect to the Company’s financial statements for all
periods since the Company’s inception on May 24, 2017. The decision to change accountants was approved by the Company’s
board of directors.
The
audit report of Pinnacle on the Company’s balance sheet as of November 30, 2020 and 2019, and the related statements of
operations, stockholders’ (deficit), and cash flows for the years ended November 30, 2020 and 2019, and the related notes
(“Audit Period”) did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified
as to uncertainty, audit scope or accounting principles, except that the audit report for each year ended November 30, 2020 and
2019 contained an explanatory paragraph stating that “The Company has suffered recurring losses and has minimal operations
which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters
are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome
of this uncertainty.”
The
Company’s annual report for the Audit Period does not include an attestation report of Pinnacle regarding internal control
over financial reporting. Management’s report was not subject to attestation by Pinnacle pursuant to Section 989G of the
Dodd-Frank Wall Street Reform and Consumer Protection Act that permits an emerging growth company to provide only management’s
report in the annual report. Therefore, Pinnacle was not engaged to examine management’s assertion about the effectiveness
of the Company’s internal control over financial reporting at November 30, 2020 included in Item 9A of the Company’s
Form 10-K filing.
During
the Audit Period and subsequent interim period through February 28, 2021, there were no disagreements (as defined in Item 304(a)(1)(iv)
of Regulation S-K) with Pinnacle 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 Pinnacle, would have caused Pinnacle to make reference
to the subject matter of the disagreements in its reports.
During
the Audit Period and subsequent interim period through February 28, 2021, there were the following “reportable events”
(as such term is defined in Item 304 of Regulation S-K). As disclosed in Part II, Item 9A of the Company’s Form 10-K for
the year ended November 30, 2020 and 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: (i) lack of an independent board of directors, including an independent financial expert; (ii) lack of segregation
of duties and adequate documentation of our internal controls; and (iii) lack of multiple levels of review in our financial reporting
process. These material weaknesses have not been remediated as of the subsequent interim period through February 28, 2021. Other
than described above, during the Audit Period and the subsequent interim period through February 28, 2021, there were no reportable
events (as defined in Item 304(a)(1)(v) of Regulation S-K).
The
Company has provided Pinnacle with a copy of this Current Report on Form 8-K and has requested that Pinnacle furnish the Company,
as promptly as possible, with a letter addressed to the Securities and Exchange Commission (“SEC”) stating whether
or not they agree with the statements made above. A copy of Pinnacle’s letter will be provided to the SEC as an exhibit
to an amendment to this Current Report on Form 8-K within two business days after the Company receives it from Pinnacle.
(b)
New Independent Accountants
On
January 27, 2021 and October 12, 2020, Banyan Pediatric Care Centers, Inc. (“Banyan”) engaged Daszkal Bolton LLP (“Daszkal”)
to audit Banyan’s consolidated financial statements for the years ended December 31, 2020 and 2019, respectively. On March
23, 2021, Banyan became a wholly-owned subsidiary of the Company in connection with a reverse acquisition, as further described
in the Current Report on Form 8-K filed by the Company with the SEC on March 29, 2021.
On
May 14, 2021, the Company appointed Daszkal as the Company’s independent registered public accounting firm, effectively
immediately. As such, Daszkal will: (i) conduct review engagements on the Company’s quarterly financial statements for the
quarterly periods ending March 31, June 30 and September 30, 2021; (ii) audit the Company’s financial statements for the
year ended December 31, 2021; and (iii) on an ongoing basis thereafter.
During
the Audit Period and the subsequent interim period through February 28, 2021, neither the Company nor anyone on its behalf consulted
with Daszkal with respect to: (i) the application of accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written
report was provided to the Company nor oral advice was provided that Daszkal concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) 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 a reportable
event (as described in Item 304(a)(1)(v) of Regulation SK).