Change in Certifying Accountants Form 8 K

ITEM 4.01. Changes in Registrant's Certifying Accountant.

(a) Resignation of Independent Registered Public Accounting Firm

On November 14, 2024, Smythe LLP, Chartered Professional Accountants ("Smythe"), resigned as the Company's independent registered public accounting firm. Smythe resigned as a result of Smythe's decision to discontinue auditing public entities.

The reports of Smythe on the Company's consolidated financial statements for the fiscal years ended December 31, 2023 and December 31, 2022 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.

During the fiscal years ended December 31, 2023 and December 31, 2022 and through November 14, 2024, there were no "disagreements" (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Smythe 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 Smythe, would have caused Smythe to make reference thereto in its reports on the consolidated financial statements for such years. During the fiscal year ended December 31, 2023 and through November 14, 2024, there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided Smythe with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K and requested that Smythe furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the "SEC"), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not Smythe agrees with the statements related to them made by the Company in this report. Smythe's letter to the SEC is filed as an Exhibit to this report.

(b) Engagement of New Accountants

On November 23, 2024, Assure CPA, LLC of Spokane, WA ("Assure") was engaged to be the Company's new auditors, starting with year ending December 2024. During the Company's two most recent fiscal years, and the subsequent interim period prior to the engagement of Assure, neither the Company nor anyone on the Company's behalf consulted with Assure regarding: (1) the application of accounting principles to a specified transaction, either completed or proposed; (2) the type of audit opinion that might be rendered on the Company's financial statements; or (3) the subject of any "disagreement", as defined in Item 304(a)(1)(iv) of Regulation S-K, or a "reportable event", as defined in Item 304(a)(1)(v) of Regulation S-K.