Attached files
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| EX-16.1 - LETTER ON CHANGE IN CERTIFYING ACCOUNTANT - NORTHERN MINERALS & EXPLORATION LTD. | nmex_ex161.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date of Report (Date of earliest event reported) February 1,
2020
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NORTHERN MINERALS & EXPLORATION LTD.
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(Exact name of registrant as specified in its charter)
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___________________________________
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Nevada
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333-146934
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98-0557171
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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10 West Broadway, Suite 700, Salt Lake City, Utah
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84101
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
(801)
885-9260
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(Former
name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
☐
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 4.01 – CHANGES IN REGISTRANT’S CERTIFYING
ACCOUNTANT
(a) Previous Independent Registered Public Accounting
Firm
(i) On February 7, 2020, Northern Minerals &
Exploration Ltd., (the “Company”) dismissed Fruci &
Associates II, PLLC as the
Company’s independent registered public accounting
firm.
(ii) The reports of Fruci & Associates II,
PLLC on the Company’s consolidated financial statements for
the fiscal years ended
July 31, 2018 and 2017, 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
participated in and approve the decision to change independent
registered public accounting firms.
(iv) During the fiscal years ended July 31, 2018
and 2017, there have been no disagreements with Fruci &
Associates II, PLLC 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 Fruci & Associates II, PLLC would have
caused them to make reference thereto in connection with their
report on the financial statements for such years. However, from
fiscal year ended July 31, 2018 and through February 7, 2020, there
has been a disagreement with Fruci & Associates II, PLLC on
auditing scope or procedure, which disagreements if not resolved to
the satisfaction of Fruci & Associates II, PLLC we believe
would prevent the issuance of their report for the fiscal years
ended July 31, 2019.
(v)
The Company has requested that Fruci & Associates II, PLLC
furnish 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 Fruci & Associates II, PLLC is filed as Exhibit
16.1 to this Form 8-K.
(b) New Independent Registered Public Accounting Firm
(i) On February 7, 2020 the Company engaged Haynie
& Company as its new independent registered public
accounting firm. During
the most recent fiscal years and through February 7, 2020, the
Company had not consulted with Haynie
& Company regarding
any of the following:
(ii)
The application of accounting principles to a specific transaction,
either completed or proposed;
(iii) The type of audit opinion that might be
rendered on the Company’s consolidated financial statements,
and none of the following
was provided to the Company: (a) a written report, or (b) oral
advice that Haynie & Company concluded was an important factor considered by the Company
in reaching a decision as to accounting, auditing or financial
reporting issue; or
(iv)
Any matter that was subject of a disagreement, as that term is
defined in Item 304(a)(1)(iv) of Regulation S-K.
Item 5.02 – DEPARTURE OF A DIRECTOR OR PRINCIPAL OFFICER,
APPOINTMENT OF A NAMED OFFICER
On February 1, 2020, Victor Miranda resigned as the Company’s
Chief Financial Officer. There are no disagreements between Mr.
Miranda and the Company. Mr. Miranda felt it was in the best
interest of the Company for this position to be filled with a
person in the Salt Lake City area to be able to work more closely
with the day to day operations.
On February 7, 2020 the Board of Directors appointed Rachel Boulds
to serve as the Company’s Chief Financial Officer.
Ms. Boulds
currently operates her sole accounting practice which she has led
since 2009. Ms. Boulds provides outsourced chief financial officer
services and all aspects of consulting and accounting services to a
range of clients, including the preparation of full disclosure
financial statements for public companies to comply with GAAP and
SEC requirements. Ms. Boulds also currently provides for other
companies. From August 2004 through July 2009, she was employed as
a Senior Auditor for HJ & Associates, LLC, where she performed
audits and reviews of public and private companies, including the
preparation of financial statements to comply with GAAP and SEC
requirements. From 2003 through 2004, Ms. Boulds was employed as a
Senior Auditor at Mohler, Nixon and Williams. From September 2001
through July 2003, Ms. Boulds worked as an ABAS Associate for
PriceWaterhouseCoopers. Ms. Boulds earned a B.S. in Accounting from
San Jose University in 2001.
The Board is pleased to have Ms. Boulds join the Company to serve
as its Chief Financial Officer. We also greatly appreciate Victor
Miranda for his time served as the Company’s Chief Financial
Officer.
Item 9.01 Financial Statements and Exhibits
Letter
from Fruci & Associates II, PLLC to the Securities and Exchange
Commission dated February 14, 2020
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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NORTHERN MINERALS & EXPLORATION LTD.
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/s/Noel Schaefer
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Noel Schaefer
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Chief Operating Officer
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Date: February 14, 2020
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