Item
4.01. Changes in Registrant’s Certifying Accountant.
On
October 14, 2019, the Registrant was informed by Soles, Heyn & Company, LLP (“SH”) that the firm was resigning
and thus terminating its services as the Registrant’s independent registered public accounting firm effective October 14,2019.
On October 16, 2019, the Registrant retained Assurance Dimensions (“AD”) as its principal independent accountants.
The decision to retain AD as the Registrant’s principal independent accountants was approved by the Registrant’s Board
of Directors.
The
Termination of SH
SH’s
report on the Company’s financial statements for the fiscal years ended April 30, 2018 and April 30, 2017 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 as set forth herein. SH’s reports on the Company’s financial statements for the fiscal years ended
April 30, 2018 and April 30, 2017 contained an explanatory paragraph regarding the significant doubt about the Company’s
ability to continue as a going concern.
During
the two-year period ended July 31, 2018 and the subsequent period through the date of filing of this report, (i) there have been
no disagreements with SH, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which, if not resolved to the satisfaction of SH, would have caused SH to make reference to the
subject matter of the disagreement in connection with its reports; (ii) no such disagreement was discussed with the audit committee
of the Company’s board of directors or with our board of directors as a whole; and (iii) there have been no “reportable
events” as described in Item 304(a)(1)(v) of Regulation S-K.
The
Registrant has provided SH with a copy of this disclosure and has requested that SH furnish it with a letter addressed to the
U.S. Securities and Exchange Commission stating whether it agrees with the above statements, and if not, stating the respects
in which it does not agree. A copy of the letter from SH addressed to the Securities and Exchange Commission dated October 22,
2019 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
The
Engagement of AD
During
the two most recent fiscal years and through the engagement date, we did not consult with Assurance Dimensions, Inc. regarding
either (1) The Registrant did not consult AD regarding either the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be rendered on Registrant’s financial statements;(2)
Neither a written report nor oral advice was provided to the Registrant by AD that they concluded was an important factor considered
by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; and(3) The Registrant did
not consult AD regarding any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions) or any of the reportable events set forth in Item 304(a)(1)(v) of Regulation S-K.
