DBMM Digital Brand Media and Marketing Group Inc (PK)

Item 4.01. Changes in Registrant’s Certifying Accountant.

Dismissal of Independent Registered Public Accounting Firm

On November 11, 2020, Digital Brand Media & Marketing Group, Inc. (the “Company”) provided notice to Liggett & Webb, P.A. (“Liggett”) that the Company was dismissing Liggett as the Company’s independent registered public accounting firm, effective immediately. The decision to change accountants was approved by the board of directors.

Liggett had served as the Company’s independent registered public accounting firm since October 16, 2017. The report of Liggett on the Company’s consolidated financial statements for the fiscal year ended August 31, 2019 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles, with the exception of the Company’s ability to continue as a going concern.

During the fiscal year ended August 31, 2019 and through the subsequent interim periods as of November 10, 2020, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Liggett on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Liggett would have caused Liggett to make reference thereto in its report on the consolidated financial statements for such year. During the fiscal year ended August 31, 2019 and through the subsequent interim periods as of November 11, 2020, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided Liggett with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested that Liggett furnish a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not Liggett agrees with the statements related to them made by the Company in this report. A copy of Liggett’s letter to the SEC, dated November 11, 2020, is attached as Exhibit 16.1 to this report.

Newly Engaged Independent Registered Public Accounting Firm

On November 11, 2020 the Company approved the appointment of M&K CPAs LLC(“M&K”), as the Company’s new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal year ending August 31, 2020. During the Company’s two most recent fiscal years and subsequent interim period preceding M&K’s engagement, neither the Company, nor anyone on its behalf, consulted M&K 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 with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by M&K that 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 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 that term is defined in Item 304(a)(1)(v) of Regulation S-K).