Item
4.01 Changes in Registrant’s Certifying Accountant
On
May 26, 2020, Surna Inc., a Nevada corporation (the “Company”), notified ACM LLP, 2015 Clubhouse Drive, #203, Greeley,
CO 80634 (“ACM”), that the Company had dismissed ACM as its independent registered public accounting firm. The dismissal
of ACM was approved by the Board of Directors of the Company (the “Board”).
Pursuant
to applicable rules, the Company makes the following additional disclosures:
1.
ACM has served as the Company’s independent registered public accounting firm since 2017.
2.
ACM’s reports on the consolidated financial statements of the Company as of and for the fiscal years ended December 31,
2019 and 2018, 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 Company’s ability to continue as a going concern and the change in its method of accounting for leases due to the adoption
of the Accounting Standards Codification Topic 842, Leases, which was discussed in Footnote 4 to the consolidated financial
statements for the year ended December 31, 2019. During the fiscal years ended December 31, 2019 and 2018, and through May 26,
2020, there were no disagreements with ACM on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which if not resolved to ACM’s satisfaction would have caused it to make reference thereto
in connection with its reports on the financial statements for such years.
3.
During the fiscal years ended December 31, 2019 and 2018 and through May 26, 2020, there were no events of the type described
in Item 304(a)(1)(v) of Regulation S-K, other than certain material weaknesses in respect of effectiveness of internal controls
over certain aspects of the financial reporting process because: (i) the Company lacks a sufficient complement of personnel with
a level of accounting expertise and an adequate supervisory review structure that is commensurate with the financial reporting
requirements of the Company, (ii) there is inadequate segregation of duties due to the limited number of accounting personnel,
and (iii) the Company has insufficient controls and processes in place to adequately verify the accuracy and completeness of spreadsheets
that we use for a variety of purposes including revenue, taxes, stock-based compensation and other areas, and place significant
reliance on, for our financial reporting.
4.
On May 28, 2020, the Company engaged Sadler, Gibb & Associates, L.L.C. (“SGA”), located at 2455 East Parleys Way,
Suite 320, Salt Lake City, UT 84109, as its new independent registered public accounting firm. The engagement of SGA was approved
by the Board.
5.
During the fiscal years ended December 31, 2019 and 2018 and thereafter through May 28, 2020, the Company did not consult with
SGA with respect to any matter whatsoever including without limitation with respect to any of (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
the Company’s financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided ACM with a copy of the foregoing disclosure and requested that it furnish the Company with a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of such letter, dated
May 28, 2020, is filed as Exhibit 16.1 to this Report.