Item 4.01 Changes In Registrant's Certifying Accountant.
(a) Dismissal of Independent Certifying Accountant
On October 13, 2020, the Board of Directors dismissed RBSM LLP ("RBSM") as the
Company's independent registered public accounting firm, effective on October
13, 2020.
The report of RBSM on the consolidated financial statements of the Company as of
February 28, 2019 and 2018 and for each of the two years ended February 28, 2019
and 2018 did not contain any adverse opinion or disclaimer of opinion and was
not qualified or modified as to audit scope or accounting principles, except
that RBSM's audit report on the Company's financial statements for the years
ended February 28, 2019 and 2018 contained an explanatory paragraph noting there
was substantial doubt about the Company's ability to continue as a going concern
given the Company's recurring losses from operations and requirement of
additional capital to fund its current operating plan.
During the most recent fiscal year ended February 29, 2020 and during the period
from March 1, 2020 to October 13, 2020, the date of RBSM's dismissal, (i) there
were no disagreements with RBSM 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 RBSM, would have caused
RBSM to make reference to such disagreement in its reports on the Company's
consolidated financial statements; and (ii) there were no reportable events as
defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided RBSM with a copy of the foregoing disclosures and
requested that RBSM 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.
(b) Engagement of Independent Certifying Accountant
On October 13, 2020, the Board of Directors engaged Michael T. Studer CPA P.C.
("MTS") as the independent registered public accounting firm to review the
Company's financial statements for the fiscal quarter ending August 31, 2020.
During each of the Company's two most recent fiscal years and through the
interim periods preceding the engagement of MTS, the Company (a) has not engaged
MTS as either the principal accountant to audit the Company's financial
statements, or as an independent accountant to audit a significant subsidiary of
the Company and on whom the principal accountant is expected to express reliance
in its report; and (b) has not consulted with MTS 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 MTS 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, relating to the Company.
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