Item 4.01 Changes in Registrant’s Certifying Accountant.
On March 9, 2017, Seale & Beers, CPAs, (the “Former Accountant”)
informed the Company that the Former Accountant was in the process of being acquired by AMC Auditing, LLC. As a result of the acquisition,
on April 24, 2017, the Former Accountant resigned as the Company’s independent registered public accounting firm and the
Company engaged AMC Auditing, 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.
The Former Accountant’s audit report on the financial statements
of the Company for the year ended July 31, 2016 contained no adverse opinion or disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope or accounting principles, except that the audit report on the financial statements of the
Company for the year ended July 31, 2016 contained an uncertainty about the Company’s ability to continue as a going concern.
For the year ended July 31, 2016, and through the interim period
ended April 24, 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.
For the years ended July 31, 2016, and through the interim period
ended April 24, 2017, there were the following “reportable events” (as such term is defined in Item 304 of Regulation
S-K). As disclosed in Part II, Item 9A of the Company’s Form 10-K for the year ended July 31, 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.
The Company’s internal controls have not been remediated as
of the date of this Current Report on Form 8-K.
Other than as disclosed above, there were no reportable events for
the years ended July 31, 2016, and through the interim period ended April 24, 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 event.
Prior 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).
On September 28, 2017, the Securities and Exchange Commission (the
“Commission”) informed us that the PCAOB revoked the registration of the Former Accountant. As a result, we may no
longer include audit reports or consents of the Former Accountant in our filings with the Commission on or after the date of deregistration.
On October 2, 2017, the Company provided the Former Accountant with
its disclosures in the Current Report on Form 8-K disclosing the dismissal of the Former Accountant and requested in writing that
the Former Accountant furnish the Company with a letter addressed to the 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.