ITEM
4.01
Change in Registrant's Certifying Accountant.
(a) Resignation
of Independent Registered Public Accounting Firm.
On
January 1, 2017, the accounting firm of Sadler, Gibb & Associates (“Sadler Gibb”) resigned as the Company's independent
registered public accounting firm.
The
audit reports of Sadler Gibb on the consolidated financial statements of the Company for each of the two most recent fiscal years
ended December 31, 2015 and December 31, 2014 did not contain an adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles.
During
the Company's two most recent fiscal years ended December 31, 2015 and December 31, 2014 and during the subsequent interim period
from January 1, 20116 through December 31, 2016, (i) there were no disagreements with Sadler Gibb on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Sadler Gibb’s
satisfaction, would have caused Sadler Gibb to make reference to the subject matter of the disagreement in connection with its
reports and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Sadler Gibb with a copy of the disclosures in this report prior to filing with the Securities and Exchange Commission
(the “SEC”). A copy of Sadler Gibb's letter dated April 12, 2017 to the SEC, stating whether it agrees with the statements
made in this report, is filed as Exhibit 16.1 to this report.
(b) Engagement
of New Independent Registered Public Accounting Firm.
On
April 10, 2017, the Audit Committee engaged Pinaki & Associates, LLC
("Pinaki")
as the Company's independent registered public accounting firm for the year ending December 31, 2016.
During
the two most recent fiscal years ended December 31, 2015 and December 31, 2014 and during the subsequent interim period from January
1, 2016 through December 31, 2016, neither the Company nor anyone on its behalf consulted Pinaki 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 financial statements, and neither a written report nor oral advice was provided to the Company that
Pinaki concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial
reporting issue, or (ii) any matter that was either the subject of a
“
disagreement
”
or
a
“
reportable event
”
,
each as defined in Regulation S-K Item 304(a)(1)(v), respectively.