Item 4.01
Changes in Registrant’s Certifying Accountant
On June 10, 2019, Marcum LLP (“Marcum”)
was appointed as the new independent registered public accounting firm for Luckwel Pharmaceuticals Inc. (the “Company”).
The decision to appoint Marcum was approved by the Company’s Board of Directors. Marcum LLP and Marcum Berstein Pinchuk
LLP (“MBP”) are affiliated firms operating under a common system of internal controls which would include consultation
regarding the application of accounting principles to a specified transaction, completed or proposed, the type of audit opinion
that might be rendered on our financial statements or a reportable event. The Company did not consult with Marcum
regarding any disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
of procedure, which disagreements, if not resolved to the satisfaction of MBP, would have caused it to make a reference
to the subject matter of the disagreements in connection with its reports.
Simultaneously with the appointment of Marcum,
on June 10, 2019, MBP was terminated as the independent registered public accounting firm for the Company. The decision
to change audit firms from MBP to Marcum was approved by the Company’s Board of Directors.
The
report of MBP on the financial statements of the Company as of and for the years ended March 31, 2018 and March 31, 2017
did not contain any adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope,
or accounting principle except that such report contains an explanatory paragraph regarding the Company’s ability to continue
as a going concern.
During the Company’s years ended March
31, 2018 and March 31, 2017, and through December 31, 2018, there were no 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 MBP to make reference to the subject matter of the disagreement in
its reports on the Company’s financial statements.
During
the Company’s years ended March 31, 2018 and March 31, 2017, and through December 31, 2018, there were no reportable events
of the type described 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 March 31, 2018 filed with the
U.S. Securities and Exchange Commission (the “SEC”) on July 16, 2018 relating to: (1) a lack of accounting staff and
resources with appropriate knowledge of U.S. GAAP and SEC reporting and compliance requirements; (2) a lack of sufficient documented
financial closing policies and procedures; and (iii) a lack of independent directors and an audit committee. The Board of Directors
of the Company discussed the material weaknesses with MPB.
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.
The
Company provided MBP with a copy of this Current Report on Form 8-K prior to its filing with the SEC and requested that
MBP furnish a letter addressed to the SEC stating whether it agrees with the statements made above. Attached as Exhibit
16 hereto is a copy of MBP’s letter to the SEC, dated June [ ], 2019.