Item 4.01 Changes In Registrant's Certifying Accountant

(a) Dismissal of Independent Registered Public Accounting Firm.

On June 24, 2022, Diego Pellicer Worldwide, Inc. (the "Company") notified Macias Gini & O'Connell LLP ("Macias Gini") that it was being dismissed as the Company's independent registered public accounting firm effective on June 24, 2022. The decision to dismiss Macias Gini as the Company's independent registered public accounting firm was approved by the Company's board of directors (the "Board").

During the years ended December 31, 2021 and 2020 and the subsequent interim period through June 24, 2022, there were no: (1) disagreements with Macias Gini on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to their satisfaction, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events under Item 304(a)(1)(v) of Regulation S-K

The Company provided Macias Gini with the disclosures under this Item 4.01 of Form 8-K and requested Macias Gini to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.01 of Form 8-K and, if not, stating the respects in which it does not agree. Macias Gini's letter, dated June 28, 2022, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm.

On June 24, 2022, the Board approved the appointment of BF Borgers CPA PC ("Borgers") as the Company's new independent registered public accounting firm for the fiscal year ending December 31, 2022, effective immediately. During the Company's two most recent fiscal years ended December 31, 2021 and 2020, and the subsequent interim periods, neither the Company nor anyone acting on its behalf consulted with Borgers with respect to: (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 consolidated financial statements, and Borgers did not provide either a written report or oral advice to the Company that Borgers concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) (a) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or (b) a "reportable event" as described in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits



Exhibit No.   Description
  16.1          Letter of Consent
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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