Item 4.01 Changes in Registrant's Certifying Accountant.
On November 30, 2021, M&K CPAS, PLLC (the "Former Accountant") resigned as our
independent registered public accounting firm and, on December 1, 2021, we
engaged L J Soldinger Associates, LLC (the "New Accountant") as our independent
registered public accounting firm. The engagement of the New Accountant was
approved by our Board of Directors.
The Former Accountant's audit report on our financial statements for the years
ended December 31, 2020 and 2019 contained no adverse opinion or disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principles, except that the audit report on the financial statements
of the Company for the years ended December 31, 2020 and 2019 contained an
uncertainty about the Company's ability to continue as a going concern.
For the years ended December 31, 2020 and 2019, and through the interim period
ended November 30, 2021, 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.
For the years ended December 31, 2020 and 2019, and through the interim period
ended November 30, 2021, there were the following "reportable events" (as such
term is defined in Item 304 of Regulation S-K). As disclosed in Part II, Item 9A
of the Company's Form 10-K for the year ended December 31, 2020, the Company's
management determined that the Company's internal controls over financial
reporting were not effective as of the end of such period.
The Company's internal controls 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 for the years
ended December 31, 2020 and 2019, and through the interim period ended November
30, 2021. Our Board of Directors discussed the subject matter of each reportable
event with the Former Accountant. We 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 December 2, 2021, the Company provided the Former Accountant with its
disclosures in the Current Report on Form 8-K disclosing the dismissal 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.
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Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
16.1 Letter from M&K CPAS, PLLC to the Securities and Exchange Commission
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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