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) _____12/31/2020_________

Registrant’s telephone number, including area code 216-896-7000

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):

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

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

8-K Items

ITEM 4.01.  CHANGES TO REGISTRANT’S CERTIFYING ACCOUNTANT

On December 24, 2020, Weinberg & Company, PA (“Weinberg”) resigned as the Company’s independent registered public accounting firm.

Weinberg & Company’s report on the Company’s consolidated financial statements 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 that such reports included explanatory paragraphs with respect to the Company’s ability to continue as a going concern.

During the fiscal years ended December 31, 2019 and 2018, and the subsequent interim periods through December 24, 2020, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Weinberg or reportable events ( as described under Item 304(a)(1)(v) of Regulation S-K) 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 a reference  to the subject matter of the disagreement in connection with its report

The Company has provided a copy of the foregoing disclosures to Weinberg and requested that Weinberg furnish it with a letter addressed to the Securities and Exchange Commission stating whether Weinberg agrees with the above statements. A copy of Weinberg’s letter, dated December 31, 2020 is filed as Exhibit 16.01 to this form 8-K.

On December 30, 2020, the Company’s Board of Directors approved the engagement of BF Borgers CPA, PC, Lakewood, CO (“BF Borgers”), as its new independent registered public accounting firm.

No consultations occurred between the company and BF Borger’s during the most recent fiscal years and any subsequent interim period prior to BF Borger’s appointment regarding either: (i) the application of accounting principles or a specific completed or contemplated transaction, the type of audit opinion that might be rendered on the Company’s financial statements, or other information provided that was considered by the company in reaching a decision  as to an accounting, auditing, or financial reporting issue; or (ii) any other matter that was the subject of a disagreement  or reportable event requiring disclosure under Item 304(a)(1)(v) of regulation S-K.

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.

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