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): July 1, 2020

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:

Securities registered pursuant to Section 12(b) of the Exchange Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

ITEM 4.01—CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

On July 1, 2020, Sadler, Gibb & Associates, LLC (“Sadler Gibb”), resigned its position as the independent registered public accountant engaged to audit our financial statements for the year ending December 31, 2020.

The reports of Sadler Gibb on our financial statements consisting of consolidated balance sheets as of December 31, 2019 and 2018, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years ended December 31, 2019 and 2018, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles except to indicate that there is substantial doubt as to our ability to continue as a going concern.

In connection with our most recent two fiscal year audits and any subsequent interim period preceding the resignation of Sadler Gibb, there were no disagreements with Sadler Gibb or reportable events on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreement in connection with its report.

We have provided Sadler Gibb with a copy of the disclosures we are making in this Current Report on Form 8-K and have requested that Sadler Gibb furnish us with a letter addressed to the U.S. Securities Commission stating whether it agrees with the statements made by us in this report and, if not, stating the respects in which it does not agree. A copy of the letter from Sadler Gibb addressed to the U.S. Securities and Exchange Commission dated July 6, 2020, is filed as Exhibit 16.01 to this report.

ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS

The following is filed as an exhibit to this report:

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.