Item 4.01 Changes in Registrant’s Certifying Accountant.
On October 11, 2013, LBB & Associates Ltd., LLP (the
“Former Accountant”) was dismissed as the Company’s accountant. The Company has engaged L.L. Bradford &
Company (“New Accountant”) as its principal accountants effective October 11, 2013. The decision to change
accountants was approved by the Company’s board of directors.
The Former Accountant’s audit reports on the financial statements
of the Company for the fiscal years ended December 31, 2012 and 2011 contained no adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports on the financial
statements of the Company for the fiscal years ended December 31, 2012 and 2011 contained an uncertainty about the Company’s
ability to continue as a going concern.
During the fiscal years ended December 31, 2012 and 2011, and through
the interim period ended October 11, 2013 , 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.
During the fiscal years ended December 31, 2012 and 2011, and
through the interim period ended October 11, 2013, 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 quarterly period ended
June 30, 2013, 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:
(i) lack of segregation of incompatible
duties; and
(ii) insufficient Board of Directors representation.
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
during the fiscal years ended December 31, 2012 and 2011, and through the interim period ended October 11, 2013 . 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 November 4, 2013 , 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.
