Item 4.01 Changes in Registrant’s Certifying
Accountant.
(a) Resignation of Previous Independent Registered
Public Accounting Firm.
On April 22, 2022, we
dismissed BF Borgers CPA PC (“Borgers”) 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 the year ended December 31, 2021 and 2020 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 the report dated and March 15, 2022 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 has suffered recurring losses from operations and has a significant accumulated deficit. In
addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.”
During our company’s
two most recent fiscal year and up to the date of dismissal of Borgers, there were: (i) no disagreements with Borgers 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 Borgers, 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 Borgers
with a copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (“SEC”) and requested Borgers
to furnish to our company a letter addressed to the SEC stating that it agrees with the statements made above. A copy of Borgers’
letter is attached as Exhibit 16.1 to this Form 8-K.
(b) Engagement of New Independent Registered
Public Accounting Firm.
On April 22, 2022, we
engaged JP Centurion & Partners PLT (“JP”) 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 JP 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 JP 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.