On January


), D. Brooks and Associates CPAs, P.A. (the


), notified the Company that the Companys financial statements in each of the Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2018, June 30, 2018, and September 30, 2018 (collectively the

Quarterly Reports

), should not be relied upon due to the exclusion of 8760, LLC (


), an entity determined to be a variable interest entity for which HelpComm, Inc. (


) has now been determined to be the primary beneficiary. Accounting Principles Generally Accepted in the United States require the consolidation of a variable interest entity with the financial statements of its primary beneficiary.

HelpComm is the Companys subsidiary, and HelpComm leases its real propert y from 8760. The real property held by 8760 was purchased with a mortgage guaranteed by HelpComm. After the Companys discussions with the Accountant and the Companys other accountants, the Company determined that the financial results of 8760 during the periods covered by the Quarterly Reports should be consolidated with HelpComms financial results for those periods. The Company will file amended Quarterly Reports with restated financial statements for the periods covered by the Quarterly Reports as soon as possible.

The Companys officers discussed with the Accountant the matters described in this report, provided the Accountant with a copy of the foregoing disclosure in advance of filing this Current Report and requested that the Accountant furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made in this Current Report. A copy of that letter is attached hereto as Exhibit 16.1.

ITEM 9.01. Financial Statements and Exhibits.

The exhibits listed in the following exhibit index are filed as part of this Current Report on Form 8-K:


Letter from the Accountant dated January 30, 2019 (filed herewith).



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.


Date: January 30, 2019


/s/ Debbie King

Debbie King

Chief Financial Officer


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