ITEM 4.01
CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
On March 20, 2012, Crown Dynamics Corp., a Delaware Corporation (the "Company or CDYY"), executed a Share Exchange Agreement (the "Agreement") with Airware Holdings, Inc., a Nevada corporation (“Airware”). Prior to the Agreement, Weinberg & Baer (“W&B”) was Crown’s registered independent public accountant and Semple, Marchal & Cooper (SM&C) was Airware’s registered independent public accountant. After the closing of the Agreement, Airware was deemed to be the accounting acquirer and selected W&B as the Company’s registered independent accountant. SM&C was not selected as the registered independent public accountant for the Company, but had been Airware’s registered independent public accountant prior to the closing of the Agreement.
Other than the disclosure of uncertainty regarding the ability for Airware to continue as a going concern which was included in Airware’s accountant’s report on the financial statements for the years ended September 30, 2011 and 2010, SM&C’s reports on the financial statements of Airware for the years ended September 30, 2011 and 2010 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. For the two most recent fiscal years and any subsequent interim period through March 20, 2012, SM&C disclosed the uncertainty regarding the ability of the Airware to continue as a going concern in its accountant’s report on the financial statements.
In connection with the audit of the financial statements of Airware as of September 30, 2011 and 2010 and through March 20, 2012, there were no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with SM&C's opinion to the subject matter of the disagreement.
In connection with the audited financial statements of Airware for the years ended September 30, 2011 and 2010, there have been no reportable events with Airware as set forth in Item 304(a)(1)(v) of Regulation S-K.
Prior to March 20, 2012, Airware did not consult with W&B regarding (1) the application of accounting principles to specified transactions, (2) the type of audit opinion that might be rendered on the Airware’s financial statements, (3) written or oral advice was provided that would be an important factor considered by the Airware in reaching a decision as to an accounting, auditing or financial reporting issues, or (4) any matter that was the subject of a disagreement between Airware and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided a copy of the foregoing disclosures to SM&C prior to the date of the filing of this report and requested that SM&C furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in this Report. A copy of the letter furnished in response to that request is filed as Exhibit 16.1 to this Form 8-K.
