Item
4.01 Changes in Registrant’s Certifying Accountant.
On May 15, 2018, we dismissed GBH CPAs, PC (the “Former Accountant”)
as the Company’s independent registered public accounting firm and the Company engaged Boyle CPA, LLC (the “New Accountant”)
as the Company’s independent registered public accounting firm. The engagement of the New Accountant was approved by the
Company’s Board of Directors.
The Former Accountant was appointed on November 01, 2017 and did not audit any of our financial statements.
From November 01, 2017 and through the interim period ended May
15, 2018, there were no “disagreements” (as such term is defined in Item 304 of Regulation S-K) with the Former Accountant
on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements
if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports
on the financial statements for such periods.
From November 01, 2017 and through the interim
period ended May 15, 2018, there were the following “reportable events” (as such term is defined in Item 304 of Regulation
S-K). As disclosed in Part I, Item 4 of the Company’s Form 10-Q for the quarterly period ended September 30, 2017, the Company’s
management determined that the Company’s internal controls over financial reporting were not effective as of the end of
such period due to the existence of material weaknesses related to the following:
|
●
|
The Company does not have written documentation of its internal control
policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404
of the Sarbanes-Oxley Act as of the period ending June 30, 2017. Management evaluated the impact of the Company’s failure
to have written documentation of our internal controls and procedures on its assessment of the Company’s disclosure controls
and procedures and has concluded that the control deficiency that resulted represented a material weakness.
|
|
|
|
|
●
|
The
Company does not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due
to the Company’s size and nature, segregation of all conflicting duties may not always be possible and may not be economically
feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions
should be performed by separate individuals. Management evaluated the impact of its failure to have segregation of duties
on the Company’s assessment of our disclosure controls and procedures and has concluded that the control deficiency
that resulted represented a material weakness.
|
|
|
|
|
●
|
Effective
controls over the control environment were not maintained. Specifically, a formally adopted written code of business conduct
and ethics that governs the Company’s employees, officers, and directors was not in place. Additionally, management
has not developed and effectively communicated to employees its accounting policies and procedures. This has resulted in inconsistent
practices. Further, the Company’s Board of Directors does not currently have any independent members and no director
qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level
programs have a pervasive effect across the organization, management has determined that these circumstances constitute a
material weakness.
|
These
material weaknesses have not been remediated as of the date of this Current Report on Form 8-K.
Other than as disclosed above, there were no reportable events from
November 01, 2017 and through the interim period ended May 15, 2018,. The Company’s Board of Directors discussed the subject
matter of each reportable event with the Former Accountant. The Company authorized the Former Accountant to respond fully and without
limitation to all requests of the New Accountant concerning all matters related to the audited period by the Former Accountant,
including with respect to the subject matter of each reportable event.
Prior
to retaining the New Accountant, the Company did not consult with the New Accountant regarding either: (i) the application of
accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be
rendered on the Company’s financial statements; or (ii) any matter that was the subject of a “disagreement”
or a “reportable event” (as those terms are defined in Item 304 of Regulation S-K).
On
May 15, 2018, the Company provided the Former Accountant with its disclosures in the Current Report on Form 8-K disclosing the
resignation of the Former Accountant and requested in writing that the Former Accountant furnish the Company with a letter addressed
to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Former Accountant’s
response is filed as an exhibit to this Current Report on Form 8-K.