Item 4.01
|
Changes in Registrant’s Certifying
Accountant
|
(a)
Previous
independent registered public accounting firm
(i)
On
September
14, 2017,
San
Lotus Holding Inc.
(the “Company”) formally informed Davidson &
Company LLP
of their
dismissal as the Company’s independent registered public accounting firm.
(ii)
The
reports of
Davidson &
Company LLP
on the Company’s
financial statements as of and for the fiscal year ended December 31, 2016 contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principle except to indicate that
there was substantial doubt about the Company’s ability to continue as a going
concern.
(iii)
The
Company’s board of directors and audit committee participated in and approved
the decision to change independent registered public accounting firms.
(iv)
During
the fiscal year ended December
31, 2016
and through
September 14, 2017,
there have been no disagreements with Davidson & Company LLP
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 Davidson
& Company LLP
would have
caused them to make reference thereto in connection with their report on the
financial statements for such years.
(v)
The
Company has requested that Davidson & Company LLP
furnishes it with a letter addressed to the SEC
stating whether or not it agrees with the above statements. A copy of the
letter provided by
Davidson
& Company LLP
is filed as
Exhibit 16.1 to this Form 8-K.
(b)
New
independent registered public accounting firm
(1)
On October 6, 2017, the Company
engaged GBH CPAs, PC,
Chartered
Professional Accountants as its new independent registered public accounting
firm.
During
the two most recent fiscal years and through October 6, 2017, the Company
had not consulted with GBH CPAs, PC, Chartered Professional Accountants
regarding any of the following:
(i)
The
application of accounting principles to a specific transaction, either
completed or proposed;
(ii)
The
type of audit opinion that might be rendered on the Company’s financial
statements, and none of the following was provided to the Company: (a) a
written report, or (b) oral advice that GBH CPAs, PC, Chartered Professional
Accountants concluded was an important factor considered by the Company in
reaching a decision as to accounting, auditing or financial reporting issue; or
(iii)
Any
matter that was subject to a disagreement, as that term is defined in Item
304(a)(1)(iv) of Regulation S-K.