Item
4.01 Changes in Registrant’s Certifying Accountant.
On
April 7, 2016, KLJ & Associates, LLP (the “Former Accountant”) resigned as the Company’s independent registered
public accounting firm and, on April 11, 2016, the Company engaged L&L CPAs, PA (the “New Accountant”) as the
Company’s independent registered public accounting firm. The engagement of the New Accountant was approved by the Company’s
Board of Directors.
The
Former Accountant’s audit report on the financial statements of the Company for the years ended January 31, 2015 and 2014
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 January 31, 2015 and 2014
contained an uncertainty about the Company’s ability to continue as a going concern.
For
the years ended January 31, 2015 and 2014, and through the interim period ended April 7, 2016, 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 January 31, 2015 and 2014, and through the interim period ended April 7, 2016, there were the following “reportable
events” (as such term is defined in Item 304 of Regulation S-K). As disclosed in Part I, Item 4 of the Company’s Form
10-Q for the quarter ended October 31, 2015, the Company’s management determined that the Company’s internal controls
over financial reporting were not effective as of the end of such period due to the existence of material weaknesses related to
the following:
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(i)
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inadequate
segregation of duties and effective risk assessment; and
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(ii)
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insufficient
written policies and procedures for accounting and financial reporting with respect to
the requirements and application of both US GAAP and SEC guidelines.
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These
material weaknesses 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 January 31, 2015 and 2014, and through the interim
period ended April 7, 2016. The Company’s Board of Directors discussed the subject matter of each reportable event with
the Former Accountant. The Company 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
April 11, 2015, 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.
