Item
4.01. Changes in Registrant’s Certifying Accountant.
(a)
Dismissal of ANTON & CHIA, LLP as Principal Accountant
On
February 15, 2017, our Audit Committee of our Board dismissed Anton & Chia, LLP (“A&C”), as our principal
independent registered public accounting firm.
The
reports of A&C on our consolidated financial statements for our fiscal years ended December 31, 2015 and December 31, 2014
did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit
scope or accounting principles, except to indicate that there was substantial doubt about our ability to continue as a going concern
due to our substantial operating losses, working capital deficiencies and dependence on future capital contributions or financing
to fund ongoing operations.
During
our past two fiscal years ended December 31, 2015 and December 31, 2014 and in the subsequent interim period through February
15, 2017 (the “Relevant Period”), there have been no disagreements, as that term is defined in Item 304(a)(1)(iv)
and the related instructions of Regulation S-K, promulgated by the Commission, pursuant to the Securities Exchange Act of 1934,
as amended, with A&C on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedure, which disagreement(s), if not resolved to the satisfaction of A&C, would have caused A&C to make reference
to the subject matter of the disagreement(s) in connection with its report on our financial statements.
We
provided A&C with a copy of the disclosures in this Current Report prior to filing with the Commission. A copy of A&C’s
letter dated February 15, 2017 to the Commission, stating whether it agrees with the statements made in this Current Report, is
filed as Exhibit 16.1 to this Current Report.
(b)
Appointment of Weinberg & Company, P.A. as Principal Accountant
On
February 15, 2017, our Audit Committee appointed Weinberg & Company, P.A. (“Weinberg”), as our principal independent
registered public accounting firm to audit our financial statements for our fiscal year ended December 31, 2016.
During
the Relevant Period, neither we, nor (to our knowledge) anyone acting on our behalf, consulted with Weinberg regarding (i) the
application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion
that might be rendered on the our financial statements; (iii) any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure that was the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv)
and the related instructions of Regulation S-K; or (iv) any reportable event, as that term is defined in Item 304(a)(1)(v) of
Regulation S-K.