ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Resignation of Previous
Independent Accountants
On July 21, 2021, our independent auditors, Pinnacle
Accountancy Group of Utah (“Pinnacle”) resigned as our independent accountants effective July 21, 2021.
Pinnacle audited the financial statements of the Registrant
for the years ended December 31, 2020 and December 31, 2019. The report of Pinnacle on such financial statements did not contain an adverse
opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except for
a going concern disclaimer.
Pinnacle’s report on the Registrant’s financial
statements as of and for the fiscal years ended December 31, 2020 and 2019 contained an explanatory sentence which noted that there was
substantial doubt as to the Company’s ability to continue as a going concern.
For the past two fiscal years and subsequent interim
periods though the date of resignation, there have been no disagreements with the former accountants on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction
of Pinnacle, would have caused them to make reference thereto in their report on the financial statements.
During the two most recent fiscal years and the interim
period to the date of Pinnacle’s resignation, there have been no reportable events, as that term is defined in Item 304(a)(1)(v)
of Regulation S-B.
During the Registrant's two most recent fiscal years,
and since then, Pinnacle has not advised the Registrant that any of the following exist or are applicable:
(1) That the
internal controls necessary for the Registrant to develop reliable financial statements do not exist, that information has come to their
attention that has led them to no longer be able to rely on management's representations, or that has made them unwilling to be associated
with the financial statements prepared by management; except that Pinnacle has advised the Registrant that the Registrant did not have
adequate internal control over its financial reporting as of December 31, 2020. (As stated in the Registrant’s Form 10-K for the
twelve months ended December 31, 2020, the Registrant concluded that its internal control over financial reporting was not effective as
of December 31, 2020.)
(2) That Pinnacle
needs to expand significantly the scope of its audit, or that information has come to their attention that if further investigated may
materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements or any other
financial presentation, or cause them to be unwilling to rely on management's representations or be associated with the Registrant's financial
statements for the foregoing reasons or any other reason, or
(3) That they
have advised the Registrant that information has come to their attention that they have concluded materially impacts the fairness or reliability
of either a previously issued audit report or the underlying financial statements for the foregoing reasons or any other reason.
We have provided Pinnacle a copy of the disclosure made in response to
this Item 4.01 and have requested that Pinnacle provide a letter addressed to the Securities & Exchange Commission confirming its
agreement with the disclosure contained herein, either or, in the alternative stating the respects in which it does not agree.