Dismissal of Previous Independent Registered Public Accounting Firm

On January 17, 2013, our Board of Directors approved the dismissal of Sherb as our independent auditor, effective immediately.

Sherb's reports on our financial statements as of and for the fiscal years ended December 31, 2011 and 2010 contained a qualification that due to our losses from operations and accumulated deficits, there was substantial uncertainty about our ability to continue as a going concern. Other than such qualification, Sherb's reports on our financial statements as of and for the fiscal years ended December 31, 2011 and 2010 did not contain any other adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2011 and 2010 and through Sherb's dismissal on January 17, 2013, there were (1) no disagreements with Sherb 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 Sherb, would have caused Sherb to make reference to the subject matter of the disagreements in connection with its reports, and (2) no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K.

We furnished Sherb with a copy of this disclosure on January 28, 2013, providing Sherb with the opportunity to furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by us herein in response to Item 304(a) of Regulation S-K and, if not, stating the respect in which it does not agree. On January 29, 2013, we received such letter from Sherb, a copy of which is filed as Exhibit 16.1 hereto.

Engagement of New Independent Registered Public Accounting Firm

Concurrent with the decision to dismiss Sherb as our independent auditor, our Board of Directors appointed BDO as our independent auditor.

During the years ended December 31, 2011 and 2010 and through the date hereof, neither the Company nor anyone acting on its behalf consulted BDO with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided to the Company or oral advice was provided that BDO concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

(d) Exhibits.

The following is filed as an exhibit to this report:

Exhibit No.   Description

16.1          Letter of Sherb & Co., LLP dated January 28, 2013 to the Securities and
              Exchange Commission regarding change of Independent Registered Public
              Accountants.