ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

On September 27, 2019, the Company, with the approval of Audit Committee of the Company’s Board of Directors, notified Marcum LLP (“Marcum”) that Marcum was being dismissed as the Company’s independent registered public accounting firm effective immediately.

During the Company’s engagement with Marcum, no reports regarding the Company’s financial statements were issued by Marcum. There were no disagreements (as such term is defined in Item 304 of Regulation S-K) with Marcum 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 Marcum would have caused it to make reference to such disagreement in its reports; and (ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K except for the following:

1)Marcum advised the Company that there were material weaknesses in the Company’s internal control over financial reporting. 

2)Marcum advised Management that the Company did not fully analyze certain agreements for the proper accounting treatment which could have a material impact on previously issued financial statements. However, Marcum was unable to complete its evaluation of the accounting treatment for such agreements as a result of their dismissal.  

The Company has provided Marcum with a copy of the foregoing disclosures and requested that Marcum furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Effective October 2, 2019, the Company engaged Freedman & Goldberg, CPA’s (“F&G”) as its independent registered public accounting firm commencing with the review for the quarterly period ending June 30, 2019, and the audit for the fiscal year ending December 31, 2019.

In connection with the Company’s appointment of F&G as the Company’s independent registered public accounting firm the Company has not consulted with F&G 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 F&G 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. It should be noted that F&G was previously engaged by the Company and previously audited the Company’s financial statements from December 31, 2016 through December 31, 2018.