Item 4.01 Changes in Registrant's Certifying Accountant.





  (a) Dismissal of Independent Registered Public Accountant

On July 11, 2022, Dr. Foods Inc. (the "Company") dismissed its independent registered public accounting firm, BF Borgers CPA PC ("BFG") effective immediately. This decision was approved by the Company's Board of Directors, comprised solely of Koichi Ishizuka.

The report of BFG on the Company's financial statements for fiscal years ended March 31, 2022 and 2021 included in the Company's annual report on Form 10-K for the year ended March 31, 2022, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principle.

During the fiscal years ended March 31, 2022 and 2021, and the subsequent interim period through July 11, 2022, there were no (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and BFG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which would have caused it to make reference to the subject matter of such a disagreement in connection with its audit reports on the Company's financial statements for such years, or (2) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).

The Company has provided BFG with a copy of the foregoing disclosures it is making in this Current Report on Form 8-K prior to its filing and requested, in accordance with applicable practices, that BFG furnish a letter addressed to the Securities and Exchange Commission ("SEC") stating whether or not it agrees with the statements made herein. Attached as Exhibit 16.1 is a copy of BFG's letter, dated July 11, 2022, stating that it agrees with such statements.





  (b) Engagement of New Independent Registered Public Accountant

On July 11, 2022, the Company engaged M&K CPAS, PLLC ("M&K") as its new independent registered public accountant for the fiscal year ending March 31, 2023. This decision was approved by the Company's Board of Directors, comprised solely of Koichi Ishizuka.

During the fiscal years ended March 31, 2022 and 2021 and through July 11, 2022, neither the Company nor anyone on its behalf consulted with M&K regarding (1) the application of accounting principles to a specified transaction, 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 M&K concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (2) 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 a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K)





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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.





Exhibit No.                                 Description
16.1          Letter to Securities and Exchange Commission from BF Borgers CPA PC
              dated July 11, 2022

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