Item 4.01 - Changes In Registrant's Certifying Accountant
On October 20, 2022, the Board of Directors of Quantum Energy Inc. (the
"Registrant" or the "Company") voted to change its auditor from BF Borgers, CPA
PC, located at 5400 W Cedar Ave, Lakewood, CO 80226 ("BFB") to Macias Gini &
O'Connell, LLP ("MGO"). Other than as noted in the paragraph below, the report
of BFB on the Company's consolidated financial statements for the years ended
February 28, 2022 and 2021 did not contain an adverse opinion or disclaimer of
opinion, and such reports were not qualified or modified as to uncertainty,
audit scope, or accounting principles, except to indicate that there was
substantial doubt about the Company's ability to continue as a going concern.
During the fiscal years ended February 28, 2022 and 2021 and through to October
20, 2022, there were no "disagreements" (as such term is defined in Item 304 of
Regulation S-K) with BFB on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to BFB's satisfaction, would have caused it to
make reference thereto in its reports on the Company's consolidated financial
statements for such periods.
On October 20, 2022, the Registrant engaged MGO as the registered independent
public accountant for the fiscal year ending December 31, 2022. The decision to
appoint MGO was approved by the registrant's Board of Directors on October 20,
2022. During the registrant's two most recent fiscal years and the subsequent
interim period up through the date of engagement of MGO, neither the registrant
nor anyone on its behalf consulted MGO regarding the application of accounting
principles to a specific completed or contemplated transaction, or as to the
type of audit opinion that might be rendered on the registrant's financial
statements. Further, MGO has not provided the registrant with written or oral
advice that was an important factor that the registrant considered in reaching a
decision as to any accounting, auditing or financial reporting issues, or any
matter that was the subject of a disagreement within the meaning of Item
304(a)(1)(iv) of Regulation S-K, or any reportable event within the meaning of
Item 304(a)(1)(v) of Regulation S-K.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On March 1, 2022, the audit committee of the Board of Directors (the "Audit
Committee") of Quantum Energy Inc. (the "Company"), in consultation with the
Company's management, determined that the Company's unaudited condensed
consolidated financial statements for the periods ended May 31, 2022 through
November 30, 2022 should not be relied upon due (collectively, the "Non-Reliance
Periods") to these not being reviewed or seen by the independent auditor.
The Company also decided to report alternatively through OTC Market during this
period and will not restate its unaudited condensed consolidated financial
statements for the Non-Reliance Periods.
Note Regarding Forward Looking Statements
This current report on Form 8-K contains forward-looking statements that reflect
our current views about future events. We use the words "anticipate," "assume,"
"believe," "estimate," "expect," "will," "intend," "may," "plan," "project,"
"should," "could," "seek," "designed," "potential," "forecast," "target,"
"objective," "goal" or the negatives of such terms or other similar expressions.
These statements relate to future events or our future financial performance and
involve known and unknown risks, uncertainties and other factors that may cause
our actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
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