Item
4.01 Changes in Registrant’s Certifying Accountant
Previous
independent registered public accounting firm
On
November 15, 2019, we dismissed Thayer O’Neal Company, LLC (“Thayer”) 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 June 19, 2019 contained the following explanatory paragraph: “The accompanying financial statements have
been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the consolidated financial statements,
the Company has limited operations and has yet to attain profitability. This raises substantial doubt about its ability to continue
as a going concern. Management’s plan in regard to these matters is also described in Note #2. The consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty”; and
(ii)
the report dated April 17, 2018 contained the following explanatory paragraph: “The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated
financial statements, the Company has suffered losses from operations and has a net capital deficiency that raises substantial
doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in
Note 2. The consolidated 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 the subsequent interim periods preceding our dismissal of Thayer, there were:
(i) no disagreements with Thayer 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 Thayer, 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 Thayer with a copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (“SEC”)
and requested Thayer to furnish to our company a letter addressed to the SEC stating that it agrees with the statements made above.
A copy of Thayer’s letter is attached as Exhibit 16.1 to this Form 8-K.
New
independent registered public accounting firm
On
November 15, 2019, we engaged WWC, Professional Corporation, Certified Public Accountants (“WWC”), an independent
registered public accounting firm, as our principal independent accountant 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 WWC 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 WWC 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.
