4.01 Changes in Registrant’s Certifying Accountant.
April 20, 2017, the Company dismissed AMC Auditing, LLC (the “Former Accountant”) as the Company’s independent
registered public accounting firm and the Company engaged Pinaki & Associates 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.
Former Accountant’s did not audit the Company’s financial statements. The Company retained the Former Accountant on
November 5, 2016. The Former Auditor reviewed the Company’s unaudited financial statements for the three and nine months
ended September 30, 2016, which are contained in the Company’s Form 10-Q filed with the Securities and Exchange Commission
on November 15, 2016.
November 5, 2016 and through the period ended April 20, 2017, 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.
November 5, 2016 and through the period ended April 20, 2017, 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 September 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:
Company does not have written documentation of its internal control policies and procedures. Written documentation of key
internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the period ending
September 30, 2016. Management evaluated the impact of the Company’s failure to have written documentation of our internal
controls and procedures on its assessment of the Company’s disclosure controls and procedures and has concluded that
the control deficiency that resulted represented a material weakness.
The Company does
not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to the Company’s
size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However,
to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be
performed by separate individuals. Management evaluated the impact of its failure to have segregation of duties on the Company’s
assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented
a material weakness.
over the control environment were not maintained. Specifically, a formally adopted written code of business conduct and ethics
that governs the Company’s employees, officers, and directors was not in place. Additionally, management has not developed
and effectively communicated to employees its accounting policies and procedures. This has resulted in inconsistent practices.
Further, the Company’s Board of Directors does not currently have any independent members and no director qualifies
as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs
have a pervasive effect across the organization, management has determined that these circumstances constitute a material
material weaknesses have not been remediated as of the date of this Current Report on Form 8-K.
than as disclosed above, there were no reportable events from November 5, 2016 and through the period ended April 20, 2017. 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
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).
April 20, 2017, 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.