Item 4.01. Change in Registrant's Certifying Accountant.
Previous independent registered public accounting firm
On April 18, 2023, the Audit Committee of the Board of Directors (the "Audit
Committee") of Zoned Properties, Inc. (the "Company") dismissed D. Brooks and
Associates CPA's, P.A. (the "Former Auditor") as the Company's independent
registered public accounting firm.
The Former Auditor's reports on the Company's consolidated financial statements
for the Company's two most recent fiscal years did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles, except that such reports
expressed substantial doubt regarding the Company's ability to continue as a
going concern. Furthermore, during the Company's two most recent fiscal years
and through April 18, 2023, there have been no disagreements with the Former
Auditor on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if not resolved
to the Former Auditor's satisfaction, would have caused the Former Auditor to
make reference to the subject matter of the disagreement in connection with its
reports on the Company's consolidated financial statements for such periods.
Except as set forth below, during the fiscal years ended December 31, 2022 and
2021 and through April 18, 2023, there were no "reportable events" as that term
is described in Item 304(a)(1)(v) of Regulation S-K, except for the following
material weaknesses which the Company identified in its internal control over
financial reporting: (1) the lack of multiple levels of management review on
complex accounting and financial reporting issues, (2) the Company had not
implemented adequate system and manual controls, and (3) a lack of adequate
segregation of duties and necessary corporate accounting resources in our
financial reporting process and accounting function as a result of the Company's
limited financial resources to support hiring of personnel and implementation of
accounting systems.
The Company provided the Former Auditor with a copy of the disclosure contained
herein, prior to its filing with the Securities and Exchange Commission (the
"Commission") and requested that the Former Auditor furnish the Company a letter
addressed to the Commission stating whether it agreed with the statements herein
and, if not, stating the respects in which it does not agree. The Former
Auditor's letter to the Commission is attached hereto as Exhibit 16.1.
New independent registered public accounting firm
On April 18, 2023, the Audit Committee engaged Salberg & Company, P.A. ("New
Auditor") as its independent registered public accounting firm.
During the two most recent fiscal years and through April 18, 2023, neither the
Company nor anyone acting on its behalf consulted with the New Auditor regarding
either:
1. application of accounting principles to any specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, and neither a written report was provided to
the Company nor oral advice was provided that the New Auditor concluded was an
important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or
2. any matter that was either the subject of a disagreement (as defined in
Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or reportable
event (as defined in Regulation S-K, Item 304(a)(1)(v)).
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit No. Description
16.1 Letter of D. Brooks and Associates CPA's, P.A. to the Commission dated
April 19, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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