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Item
4.01
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Changes
in Registrant’s Certifying Accountant
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Previous
independent registered public accounting firm
On
May 8, 2018, we dismissed WWC, P.C. (“WWC”) as our company’s independent principal accountant to audit the Company’s
financial statements. The decision to change accountants was approved by our board of directors. Our company does not have a standing
Audit Committee.
Our
company’s independent principal accountant’s report on the financial statements for each of the past two years did
not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or
accounting principles, with the exception that:
(i)
the report dated April 17, 2018 contained the following explanatory paragraph: “The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements,
the Company had incurred substantial losses during the year, and has a working capital deficit, which raises substantial doubt
about its ability to continue as a going concern. Management’s plan in regards to these matters are described in Note 3.
These financial statements do not include any adjustments that might result from the outcome of this uncertainty.”; and
(ii)
the report dated April 17, 2017 contained the following explanatory paragraph: “The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements,
the Company had incurred substantial losses in previous years and has a working capital deficit, which raises substantial doubt
about its ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note
3. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.”.
During
our company’s two most recent fiscal years and up to the date of dismissal of WWC, there were: (i) no disagreements with
WWC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of WWC, would have caused it to make reference to the subject matter of the
disagreements in its reports on the consolidated financial statements of the Company; and (ii) no reportable events as described
in Item 304(a)(1)(v) of Regulation S-K.
We
have provided WWC with a copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (“SEC”)
and requested WWC to furnish to our company a letter addressed to the SEC stating that it agrees with the statements made above.
A copy of WWC’s letter is attached as Exhibit 16.1 to this Form 8-K.
New
independent registered public accounting firm
On
May 8, 2018, we engaged BF Borgers, CPA PC (“Borgers”), as our new independent registered accounting firm with the
approval of our board of directors.
During
the two most recent fiscal years and through the date of engagement, we have not consulted with Borgers regarding either:
1.
The application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion
that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided
that Borgers concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial
reporting issue; or
2.
Any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv)(A) of Regulation S-K and the related
instruction to Item 304 of Regulation S-K, or a reportable event, as that term is explained in Item 304(a)(1)(iv)(A) of Regulation
S-K.