8k, another change in auditors:
On January 6, 2016, the Audit Committee of the Board of Directors dismissed Liggett Vogt and Webb, P.A. (“Liggett”) as the Company’s independent registered public accounting firm, effective on January 6, 2016.
Liggett was retained on June 24, 2015 and therefore has not issued any reports on the financial statements of the Company. As such, there are no reports of Liggett and therefore there is not any adverse opinion or disclaimer of opinion nor was there any qualification or modification as to audit scope or accounting principles. However, we expect that such report would contain an explanatory paragraph disclosing the uncertainty regarding a substantial doubt about the Company’s ability to continue as a going concern given the Company’s lack of revenues, negative working capital and stockholders’ deficit, significant current and cumulative losses and negative operating cash flows.
During the most recent fiscal year ended February 28, 2015 and through January 6, 2016, the date of this 8-K, there were no disagreements with Liggett on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement if not resolved to Liggett satisfaction would have caused Liggett to make reference to the subject matter of the disagreement in their report on the Company’s consolidated financial statements. In addition, during the most recent fiscal year ended February 28, 2015 and through January 6, 2016, the date of this 8-K, there were no “reportable” events as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Liggett with a copy of the foregoing disclosure and requested Liggett to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of such letter, dated January 8, 2016 furnished by Liggett, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) New Independent Registered Public Accounting Firm
On January 6, 2016, the Audit Committee of the Board of Directors approved the appointment of RBSM, LLP (“RBSM”) as the Company's independent registered public accounting firm.
During the two years ended February 28, 2015 and through the date of this 8-K, the Company did not consult with RBSM with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.