Item 4.01 Changes in Registrant’s
Certifying Accountant.
On April 25, 2016, we dismissed RBSM, LLP (the
“Former Accountant”) as our independent auditor. Also on April 25, 2016, our board of directors appointed LJ Soldinger
Associates, LLC (the “New Accountant”) as our new independent registered public accounting firm.
The Former Accountant was engaged on January
6, 2016. From the time of its engagement through the date of its dismissal on April 25, 2016, the Former Accountant did not render
an audit report on any of the Company’s annual financial statements or a review report on any of the Company’s interim
quarterly financial statements. As reported in our Current Report on Form 8-K filed December 22, 2015, the Former Accountant did
render an audit report on the financial statements of our accounting acquirer, Microlin Bio, Inc. for the fiscal years ended September
30, 2015 and September 30, 2014. The Former Accountant’s audit reports on the financial statements of our accounting acquirer
for our fiscal years ended September 30, 2015 and 2014, contained no adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope or accounting principles, with exception of uncertainty regarding our ability to continue
as a going concern.
During the Company’s fiscal years ended
September 30, 2015 and 2014, the subsequent interim period thereto, and through April 25, 2016, there were no “disagreements”
(as such term is defined in Item 304 of Regulation S-K) with the Former Accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the
Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods.
During the Company’s fiscal years ended
September 30, 2015 and 2014, and through the interim periods ended April _25, 2016, there were the following “reportable
events” (as such term is defined in Item 304 of Regulation S-K). As disclosed in Part II, Item 9A of the Company’s
Form 10-K for the former fiscal year ended December 31, 2014, the Company’s management determined that the Company’s
internal controls over financial reporting were not effective as of the end of such period due to the existence of material weaknesses
related to the following:
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(i)
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lack of an audit committee;
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(ii)
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lack of a majority of outside directors on our board of directors; and
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(iii)
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management dominated by a single individual/small group without adequate compensating controls.
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These material weaknesses have not been remediated
as of the date of this Current Report on Form 8-K.
Other than as disclosed above, there were no
reportable events during the Company’s fiscal years ended September 30, 2015 and 2014 and through the interim periods ended
April 25, 2016. We authorized the Former Accountant to respond fully and without limitation to all requests of the New Accountant
concerning all matters related to the audited period by the Former Accountant, including with respect to the subject matter of
each reportable event.
Prior to retaining the New Accountant, we did
not consult with the New Accountant regarding either: (i) the application of accounting principles to a specified transaction,
either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements;
or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as those terms are
defined in Item 304 of Regulation S-K).
On April 25, 2016, the Company provided the
Former Accountant with its disclosures in this Current Report on Form 8-K disclosing the dismissal of the Former Accountant and
requested in writing that the Former Accountant furnish us with a letter addressed to the Securities and Exchange Commission stating
whether or not they agree with such disclosures. The Former Accountant’s response is filed as an exhibit to this Current
Report on Form 8-K.