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Item
4.01
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Changes
In Registrant's Certifying Accountant
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Previous Independent Accountants
On April 10, 2018, our President, Chief Executive
Officer and Chief Financial Officer received formal notice that our independent auditors, Porter Keadle Moore, LLC (“PKM”),
had made the decision to resign as our independent accountants effective April 10, 2018.
PKM audited the financial statements of the
Company for the two years ended December 31, 2017. The report of PKM on such financial statements, dated March 29, 2018, did not
contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting
principles.
For the past two fiscal years and subsequent
interim periods though the date of resignation, there have been no disagreements with the former accountants on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to
the satisfaction of PKM, would have caused them to make reference thereto in their report on the financial statements.
During the two most recent fiscal years and
the interim period to the date of their resignation, there have been no reportable events, as that term is defined in Item 304(a)(1)(v)
of Regulation S-B.
During the Company's two most recent fiscal
years, and since then, PKM has not advised the Company that any of the following exist or are applicable:
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(1)
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That the internal controls necessary for the Company to develop reliable financial statements do not exist, that information has come to their attention that has led them to no longer be able to rely on management's representations, or that has made them unwilling to be associated with the financial statements prepared by management.
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(2)
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That the Company needs to expand significantly the scope of its audit, or that information has come to their attention that if further investigated may materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements or any other financial presentation, or cause them to be unwilling to rely on management's representations or be associated with the Company's financial statements for the foregoing reasons or any other reason, or
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(3)
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That they have advised the Company that information has come to their attention that they have concluded materially impacts the fairness or reliability of either a previously issued audit report or the underlying financial statements for the foregoing reasons or any other reason.
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We have provided PKM a copy of the disclosure
made in response to this Item 4.01 and have requested that PKM provide a letter addressed to the Securities & Exchange Commission
confirming their agreement with the disclosure contained herein. Pursuant to our request, PKM has provided the letter attached
hereto as Exhibit 16.1.
New Independent Accountants
On April 10, 2018, Hall & Company Certified
Public Accountants, Inc. (“Hall & Company”), of Irvine, California, were approved by the audit committee of the
Company to audit our financial statements for the year ending December 31, 2018, subject to the completion of Hall & Company’s
standard client acceptance procedures. During our two most recent fiscal years and the subsequent interim periods preceding their
appointment as independent accountants, neither the Company nor anyone on its behalf consulted Hall & Company regarding either
(i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion
that might be rendered of the Company's consolidated financial statements, nor has Hall & Company provided to the Company a
written report or oral advice regarding such principles or audit opinion, (ii) any matter that was the subject of a disagreement
within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v)
of Regulation S-K.