Item 4.01 Changes in Registrant’s Certifying Accountant.
On September 13, 2016, Seale & Beers, CPAs, (the “Former
Accountant”) informed the Company that the Former Accountant was in the process of being acquired by AMC Auditing, LLC. As
a result of the acquisition, on November 7, 2016, the Former Accountant resigned as the Company’s independent registered
public accounting firm and the Company engaged AMC Auditing, LLC (the “New Accountant”) as the Company’s independent
registered public accounting firm. The engagement of the New Accountant was approved by the Company’s Board of Directors.
The Former Accountant’s audit reports on the financial statements
of the Company for the fiscal years ended December 31, 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, except that the audit reports on the financial
statements of the Company for the fiscal years ended December 31, 2015 and 2014 contained an uncertainty about the Company’s
ability to continue as a going concern.
During the fiscal years ended December 31, 2015 and 2014, and through
the interim period ended November 7, 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 fiscal years ended December 31, 2015 and 2014, and through
the interim period ended November 7, 2016, there were the following “reportable events” (as such term is defined in
Item 304 of Regulation S-K). As disclosed in Part I, Item 4 of the Company’s Form 10-Q for the quarterly period ended June
30, 2016, 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:
(i) inadequate segregation of duties and effective
risk assessment; and
(ii) insufficient written policies and procedures
for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
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 fiscal years ended December 31, 2015 and 2014, and through the interim period ended November 7, 2016. The Company’s Board
of Directors discussed the subject matter of each reportable event with the Former Accountant. The Company 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, the Company 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 November 7, 2016, the Company provided the Former Accountant
with its disclosures in the Current Report on Form 8-K disclosing the resignation of the Former Accountant and requested in writing
that the Former Accountant furnish the Company 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.