Item
4.01. Changes in Registrant’s Certifying Accountant.
(a) Resignation
of Independent Certifying Accountant
The
Company was notified that, effective April 30, 2016, AWC (CPA) Limited (“AWC”) has merged (the “Merger”)
with Dominic K.F. Chan & Co (“DKFC”) and formed DCAW (CPA) Limited, which is registered with the Public Company
Accounting Oversight Board (PCAOB).
As
a result of the Merger, AWC resigned as the Company’s independent registered public accounting firm on April 30, 2016. On
May 4, 2016, the Company engaged DCAW (CPA) Limited as its independent registered public accounting firm. The engagement of DCAW
was approved by the Company’s board of directors on May 4, 2016.
The
audit reports of AWC on the financial statements of the Company as of and for the years ended December 31, 2015 contained disclaimer
of opinion and December 31, 2014 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles but modified to a going concern.
In
connection with the audits of the Company’s financial statements for the fiscal years ended December 31, 2015 and 2014 and
through the date of this Current Report, there were: (i) no disagreements with AWC on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction
of AWC, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports, and
(ii) no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided AWC with a copy of the foregoing disclosures and requested that AWC furnish the Company with a letter addressed
to the SEC stating whether or not it agrees with the above statements. A copy of such letter is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
(b)
Engagement of Independent Certifying Accountant
On
May 4, 2016, the Company engaged DCAW (CPA) Limited as its independent registered public accounting firm. The engagement of DCAW
was ratified by the Company’s board of directors on May 6, 2016.
During
each of the Company’s two most recent fiscal years and through the interim periods preceding the engagement of DCAW, the
Company (a) has not engaged DCAW as either the principal accountant to audit the Company’s financial statements, or as an
independent accountant to audit a significant subsidiary of the Company and on whom the principal accountant is expected to express
reliance in its report; and (b) has not consulted with DCAW regarding (i) the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial
statements, and no written report or oral advice was provided to the Company by DCAW concluding there was an important factor
to be considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any
matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable
event, as that term is described in Item 304(a)(1)(v) of Regulation S-K.