Item 4.01
Changes in Registrant's Certifying Accountant
Previous independent registered public accounting firm
On September 20, 2018, we dismissed RBSM LLP (RBSM") as our company’s independent principal accountant to audit the Company’s financial statements. The decision to change accountants was approved by our board of directors. Our company does not have a standing Audit Committee.
Our company's independent principal accountant's report on the financial statements for each 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 dated August 23, 2017 contained the following explanatory paragraph: "The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in the Note 3 to the accompanying financial statements, the Company has a working capital deficit and has incurred an accumulated deficit. These raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty"; and
(ii) the report dated October 20, 2016 contained the following explanatory paragraph: "The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in the Note 3 to the accompanying financial statements, the Company has suffered recurring losses from operations, generated negative cash flows from operating activities since inception and incurred significant deficit. These raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty".
During our company’s two most recent fiscal years and the subsequent interim periods preceding our dismissal of RBSM, there were: (i) no disagreements with RBSM 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 RBSM, 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.
We have provided RBSM with a copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission ("SEC") and requested RBSM to furnish to our company a letter addressed to the SEC stating that it agrees with the statements made above. A copy of RBSM's letter is attached as Exhibit 16.1 to this Form 8-K.
New independent registered public accounting firm
On September 20, 2018, we engaged BF Borgers, CPA, PC, Certified Public Accountants ("Borgers"), an independent registered public accounting firm, as our principal independent accountant with the approval of our board of directors.
During the two most recent fiscal years and through the date of engagement, we have not consulted with Borgers 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 Borgers 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.