Item
4.01 Changes in Registrant’s Certifying Accountant
Previous
independent registered public accounting firm:
On
December 18, 2019, we dismissed Malone Bailey, LLP (“Prior Firm”) as our company’s independent principal
accountant to audit the Company’s financial statements. Our company does not have a standing Audit Committee. The determination
was without any dispute or controversy and was based upon our determination to engage a new auditing firm on terms different from
the prior firm.
The Form 10-Q filed on December 19, 2019,
including the financial statements for the periods ended September 30, 2019 was not reviewed by MaloneBailey, LLP.
Our
company’s independent principal accountant’s report on the financial statements for each, as applicable, 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 of the Prior Firm for years 2018 and 2017 contained the following explanatory statement that the accompanying
financial statements were prepared assuming the Company will continue as a going concern. And
(ii)
Note 2 contained: “As of December 31, 2018, the Company had $12,463 cash and $265,573 of revenue to meets its ongoing operating
expenses, and liabilities of $4,021,885. The financial statements for the years ended December 31, 2018 and 2017 have been prepared
on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal
course of business for the foreseeable future. The Company anticipates future losses in the development of its business raising
substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern
is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet
its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance
operating costs over the next twelve months with loans or contributions from related parties and, or, the sale of common stock.
There is no assurance that this series of events will be satisfactorily completed.
Financial
statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that may
be necessary if the Company is unable to continue as a going concern.
During
our company’s two most recent fiscal years and the subsequent interim periods preceding our dismissal of Prior Firm, there
were: (i) no disagreements with Prior Firm 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 Prior Firm, 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 except for material weaknesses in the
Company’s internal control over financial reporting as described in the Company’s Annual Reports on Form 10-K for
the years ended December 31, 2018 and 2017, which have not been corrected as of the date of this filing.
We
have provided Prior Firm with a copy of this Form 8-K/A prior to its filing with the U.S. Securities and Exchange Commission
(“SEC”) and requested Prior Firm to furnish to our company a letter addressed to the SEC stating if it disagrees with
the statements made above. The previously filed Form 8-K was not provided to the Prior Firm prior to filing. A copy of
Prior Firm’s letter, if any, is attached as Exhibit 16.1 to this Form 8-K.
New
independent registered public accounting firm:
On
December 18, 2019, we engaged WWC, Professional Corporation, Certified Public Accountants (“WWC”), an independent
registered public accounting firm, as our principal independent accountant.
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.
