ITEM
4.01 Changes in Registrant’s Certifying Accountant.
(a)
Prior independent registered public accounting firm
On January 18, 2019, the Board of Directors (the “Board”) of the Company received the resignation
of EisnerAmper LLP (“Eisner”) as the Company’s independent registered public accounting firm.
Eisner’s
report on the Company’s consolidated financial statements for the years ended December 31, 2016 and 2017 contained an explanatory
paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern due to
lack of liquidity and working capital and its recurring operation losses. Other than the foregoing, the report contained no adverse
opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
During
the Company’s most recent fiscal year and the subsequent interim periods preceding January 18, 2019, there were:
(i)
no disagreements with Eisner 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 Eisner, 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 defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided Eisner with a copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission
(“SEC”) and requested Eisner to furnish to the Company a letter addressed to the SEC stating that it agrees with the
statements made above. A copy of Eisner’s letter dated January 22, 2019 is attached as Exhibit 16.1 to this Form 8-K.
(b)
New independent registered public accounting firm
On
January 22, 2019, the Board approved the engagement of D. Brooks and Associates CPA’s P.A. (“Brooks”) as the
Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
During
the Company’s two most recent fiscal years and the subsequent interim period preceding its engagement, neither the Company
nor anyone on its behalf consulted Brooks 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 on the Company’s consolidated financial statements, and no written report or oral advice was provided
to the Company that Brooks concluded was an important factor considered by us in reaching a decision as to the accounting, auditing
or financial reporting issue; or
(ii)
any matter that was the subject of a disagreement or reportable event as defined in Item 304(a)(1)(iv) of Regulation S-K and Item
304(a)(1)(v), respectively.
ITEM
5.01 Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
January
18, 2019 was the final day of service of David Shields as the Company’s Chief Financial Officer, who had previously tendered
his resignation. Mr. Shields and the Company had no disagreements that led to his resignation. Mr. Shields left to pursue
other professional opportunities not competitive with the Company.