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Item
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4.01
Changes in Registrant’s Certifying Accountant.
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(a) Previous
Independent Registered Public Accounting Firm
(i) On
December 14, 2017, Cannabis Leaf, Inc. (the “Company”) dismissed TAAD, LLP as its independent registered public accounting
firm.
(ii) TAAD
LLP’s report on the Company’s financial statements for the fiscal years ended January 31, 2017 and January 31, 2016
contained an opinion on the uncertainty of the Company to continue as a going concern because of the Company’s need to raise
additional working capital to service its debt and for its planned activity.
(iii)
Other than as disclosed in Item 4.01(a)(ii) TAAD, LLP’s report on the financial statements for either of the past
two fiscal years did not contain an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty,
audit scope, or accounting principles, disclaimer of opinion, modification, or qualification in accordance with 304(a)(1)(ii)
of Regulation S-K.
(iv) The
Company’s Board of Directors approved the decision to change its independent registered public accounting firm.
(v) During
the fiscal years ended January 31, 2017 and January 31, 2016, and the subsequent interim periods and further through the date
of dismissal of, there have been no disagreements with TAAD, LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement if not resolved to the satisfaction of, would have caused
them to make reference to the subject matter of the disagreement(s) in connection with their report on the Company’s financial
statements for such years; and there were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.
(vi) During
the fiscal years ended January 31, 2017 and January 31, 2016, and further through the date of dismissal of TAAD, LLP , TAAD, LLP
did not advise the Company on any matter set forth in Item 304(a)(1)(v)(A) through (D) of Regulation S-K.
(vii) The
Company Dismissed TAAD LLP as a decision by Management
(b) Engagement
of New Independent Registered Public Accounting Firm
On
December 15, 2017 the Company engaged (“BF Borgers CPA, PC) as our new independent registered public accounting firm to
audit the Company’s financial statements for the fiscal year ending January 31, 2018. During the past two fiscal years and
the subsequent interim periods preceding the engagement, the Company did not consult with BF Borgers CPA, PC 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 BF Borgers CPA, PC 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.