BMMJ Body and Mind Inc (QB)

Item 4.01 Change in Registrant’s Certifying Accountant

On February 10, 2020, the Board of Directors as well as the Audit Committee of Body and Mind Inc. (the “Company”) approved and authorized the dismissal of Dale Matheson Carr-Hilton Labonte LLP, (“DMCL”), as its independent registered public accounting firm. On the same date, the Board of Directors as well as the Audit Committee approved and authorized the engagement of the accounting firm of Marcum LLP, as the Company’s new independent registered public accounting firm.

DMCL’s report on our financial statements dated November 13, 2019, for the two most recent fiscal years ended July 31, 2019 and 2018, did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles.

In connection with the audit of our financial statements for the two most recent fiscal years ended July 31, 2019 and 2018, and in the subsequent interim period through the effective date of dismissal on February 10, 2020, there were no disagreements, resolved or not, with DMCL on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of DMCL would have caused them to make reference to the subject matter of the disagreements in connection with their report on the financial statements for such years.

During the Company’s two most recent fiscal years and the period through the effective date of dismissal of DMCL on February 10, 2020, there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

We provided DMCL with a copy of this current report on Form 8-K prior to its filing with the Securities and Exchange Commission, and requested that they furnish us with a letter addressed to the Securities and Exchange Commission stating whether they agree with the statements made in this current report on Form 8-K, and if not, stating the aspects with which they do not agree. The letter from DMCL dated February 10, 2020, is filed as Exhibit 16.1 to this current report on Form 8-K.

During the two most recent fiscal years and the subsequent interim period through the effective date of appointment of Marcum LLP (“Marcum”), on February 10, 2020, we had not, nor had any person on our behalf, consulted with Marcum regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, nor had Marcum provided to us a written report or oral advice regarding such principles or audit opinion on any matter that was the subject of a disagreement as set forth in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as set forth in Item 304(a)(1)(v) of Regulation S-K with our former independent registered public accounting firm.