UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 4.01. Changes in Registrant’s Certifying Accountant.
On June 19, 2023, the Board of Directors of Clubhouse Media Group, Inc. (the “Company”), by unanimous written consent, approved the dismissal of Fruci & ssociates II, PLLC, Auditors (“Fruci”), as the independent registered accounting firm of the Company.
Fruci’s reports on the Company’s financial statements for the fiscal years ended December 31, 2022 and December 31, 2021 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 such reports expressed substantial doubt regarding the Company’s ability to continue as a going concern. Furthermore, during the Company’s two most recent fiscal years and through June 19, 2023, there have been no disagreements with Fruci on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Fruci’s satisfaction, would have caused L&L to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements for such periods.
For the fiscal years ended December 31, 2022 and 2021 and through June 19, 2023, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Fruci with a copy of the disclosure contained herein, prior to its filing with the Securities and Exchange Commission (the “Commission”) and requested that Frcci furnish the Company a letter addressed to the Commission stating whether or not it agreed with the statements herein and, if not, stating the respects in which it does not agree. Fruci’s letter to the Commission is attached hereto as Exhibit 16.1.
(b) Engagement of New Independent Registered Public Accounting Firm
On June 19, 2023, the Company’s Board of Directors and the appointment of Yusufali & Associates, LLC, (“Yusufali”) Auditors as the Company’s new independent registered public accounting firm. The initial term of Yusifali shall be for the fiscal year end period, ended December 31, 2023.
During the Company’s two most recent fiscal years and through June 19, 2023, neither the Company nor anyone acting on the Company’s behalf consulted Fruci with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | ||
| Number | Description | |
| 16.1 | Letter, dated June 22, 2023, from Fruci and Associates II, PLLC, Auditors addressed to the Commission. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 thereunto duly authorized.
| Date: June 22, 2023 | CLUBHOUSE MEDIA GROUP, INC. | |
| By: | /s/ Amir Ben-Yohanan | |
| Amir Ben-Yohanan | ||
| Chief Executive Officer | ||