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Item 4.01.
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Changes in Registrant’s Certifying Accountants.
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(a)
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Dismissal of Independent Registered Public Accounting Firm.
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On
or about September 22, 2019, Bio-En Holdings Corp. (the “Company”) dismissed Weinstein & Co., CPA (“W&CO”)
as the Company’s independent registered public accounting firm, which dismissal was approved by the Company’s Board
of Directors. The decision to change the Company’s independent registered public accounting firm was the direct result of
an order (the “Order”) of the Securities and Exchange Commission (the “SEC”) dated July 16, 2019
(SEC Release No. 86385), denying W&CO the privilege of appearing or practicing before the SEC.
The
audit reports of W&CO on the financial statements of the Company for the years ended December 31, 2018 and December 31,
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 W&CO’s report dated March 18, 2019, on the Company’s financial statements
as of and for the fiscal year ended December 31, 2018, included an explanatory paragraph indicating that there was substantial
doubt about the Company’s ability to continue as a going concern.
During
the Company’s two most recent fiscal years ended December 31, 2018 and December 31, 2017 and during the subsequent
interim periods through September 22, 2019, there were (i) no disagreements with W&CO on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to W&CO’s satisfaction,
would have caused W&CO to make reference to the subject matter of the disagreement in connection with its reports, and (ii)
there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided W&CO with a copy of the foregoing disclosures and requested it to furnish the Company with a letter addressed
to the SEC stating whether W&CO agrees with the statements made by the Company in the Report. A copy of the letter will be
filed as Exhibit 16.1 to this Form 8-K if and when that letter is received by the Company.
(b) Engagement
of New Independent Registered Public Accounting Firm.
On
September 22, 2019, the Company engaged AJ Robbins CPA, LLC (“AJRobbins”) as the Company’s independent registered
public accounting firm for the year ending December 31, 2019, which was approved by the Company’s Board of Directors.
During
the Company’s two most recent fiscal years ended December 31, 2018 and December 31, 2017 and during the subsequent
interim periods from January 1, 2019 through September 22, 2019, neither the Company nor anyone on its behalf has consulted
with AJRobbins regarding either (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 financial statements, and neither a written
report nor oral advice was provided to the Company that AJRobbins concluded was an important factor considered by the Company in
reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject
of a “disagreement” or a “reportable event,” as such terms are defined in Regulation S-K Item
304(a)(1)(iv) and (v), respectively.