UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 14, 2017

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

ITEM 4.01. Changes in Registrant’s Certifying Accountant

  (1) Previous Independent Auditors:

a.

On April 14, 2017, the Company was informed that our registered independent public accountant, Stevenson & Company CPAS LLC (“Stevenson”) of Tampa Florida, would no longer be providing audit services for public companies, including the Company.

b.

Stevenson’s report on the financial statements for the year ended August 31, 2016 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting, except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company’s ability to continue as a going concern.

c.

Our Board of Directors participated in and approved the decision to change independent accountants. Through the period covered by the financial audit for the year ended August 31, 2016 and through the current date, there have been no disagreements with Stevenson on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Stevenson would have caused them to make reference thereto in their report on the financial statements. Through the interim period April 14, 2017 (the date of notification), there have been no disagreements with Stevenson on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Stevenson would have caused them to make reference thereto in their report on the financial statements.

d.

We have authorized Stevenson to respond fully to the inquiries of the successor accountant.

e.

During the year ended August 31, 2016 and the interim period through April 14, 2017, there have been no reportable events with us as set forth in Item 304(a)(1)(iv) of Regulation S-K.

f.

The Company provided a copy of the foregoing disclosures to Stevenson prior to the date of the filing of this Report and requested that Stevenson furnish it with a letter addressed to the Securities & Exchange Commission stating whether it agrees with the statements in this Report.  A copy of such letter is filed as Exhibit 16.1 to this Form 8-K.

(2) New Independent Accountants:

a.

April 20, 2017, the Company engaged DeLeon & Company, CPA (“DeLeon”) of Pembrook Pines, Florida, as its new registered independent public accountant. During the year ended August 31, 2016 and prior to April 20, 2017 (the date of the new engagement), we did not consult with DeLeon regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements by DeLeon, in either case where  written or oral advice provided by DeLeon would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).

ITEM 9.01. Financial Statements and Exhibits.

a.

None

b.

Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.