Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm Previously
Engaged as Principal Accountant.
On February 14, 2017, TechCare Corp., f/k/a BreedIT Corp. (the
"Registrant") determined not to re-engage its independent registered public
accounting firm, M&K CPAS, PLLC ("M&K") for the Registrant's audit for the
year ended December 31, 2016. The decision to change accountants was
recommended and approved by the Registrant's Board of Directors.
M&K issued an auditor's report on the Registrant's financial statements
for each of the last two fiscal years ended December 31, 2015 and 2014 and
did not contain any adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles, except that such reports contained explanatory paragraphs in
respect to uncertainty as to the Registrant's ability to continue as a going
concern.
During the years ended December 31, 2015 and 2014 and subsequent interim
periods there were no disagreements with M&K on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedure, which disagreements, if not resolved to their satisfaction,
would have caused M&K to make reference to the subject matter of the
disagreements in connection with the Registrant's audited financial
statement for the years ended December 31, 2015 and 2014. Additionally,
there were no reportable events, as listed in Item 304(a)(l)(v) of
Regulation S-K.
The Registrant provided M&K with a copy of the disclosure contained in
this Form 8-K and requested in writing that it furnish the Registrant with a
letter addressed to the Securities and Exchange Commission stating whether
or not it agrees with such disclosures. M&K provided a letter, dated
February 22, 2017, stating its agreement with the statements related to M&K,
which letter is attached as Exhibit 16.2 to this Form 8-K.
(b) Engagement
of New Independent Registered Public Accounting Firm.
On February 14, 2017, the Board of Directors of the Registrant approved
the appointment of Kesselman & Kesselman, a member firm of
PricewaterhouseCoopers International Limited, with offices located at Trade
Tower, 25 Hamered Street, Tel-Aviv, 68125 Israel, ("Kesselman & Kesselman")
as the Registrant's independent registered public accounting firm for the
fiscal year ended December 31, 2016.
During the two most recent fiscal years ended December 31, 2015 and 2014
and any subsequent interim period through February 14, 2017, the date of
Kesselman & Kesselman's engagement, neither the Registrant nor anyone on its
behalf consulted with Kesselman & Kesselman regarding: (i) the application
of accounting principles to a specified transaction, either completed or
proposed; (ii) the type of audit opinion that might be rendered on its
financial statements by Kesselman & Kesselman, in any case where either a
written report or oral advice was provided to the Registrant by Kesselman &
Kesselman that Kesselman & Kesselman concluded was an important factor
considered by the Registrant in reaching a decision as to any accounting,
auditing or financial reporting issues; or (iii) any other matter that was
the subject of a "disagreement" or "reportable event" between the Registrant
and its former independent registered public accounting firm, M&K, as such
terms are described in Items 304(a)(1)(iv) and (v) of Regulation S-K.