| | | a) On June 28, 2004, J.H. Cohn, LLP (“Cohn”) replaced Carlin, Charron & Rosen, LLP (“Carlin”) as the Registrant’s Independent Registered Public Accounting Firm. The Registrant’s Audit Committee approved and ratified the change of accountants from Carlin to Cohn.
b) Carlin, the Independent Registered Public Accounting Firm previously was engaged to audit the Registrant’s financial statements, were replaced as auditors for the Registrant on June 28, 2004. Carlin’s reports on the Registrant’s consolidated financial statements for each of the years ended 2002 and 2003 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified as to audit scope or accounting principles. However, their report for the year ended June 30, 2002 was modified to include an explanatory paragraph which indicated substantial doubt regarding the Registrant’s ability to continue operations as a going concern.
c) During the years ended June 30, 2002 and June 30, 2003 and the subsequent interim periods through June 28, 2004, the date of resignation, there were no disagreements with Carlin on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which, if not resolved to Carlin’s satisfaction, would have caused them to make reference to the subject matter in connection with their report on the Registrant’s consolidated financial statements for such years; and there were no reportable events as defined in Item 304(a)(1)(iv) of Regulation S-B.
d) During the years ended June 30, 2002 and 2003, including the subsequent interim period through June 28, 2004, the Registrant did not consult Cohn with respect to 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 Registrant's consolidated financial statements, or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-B.
e) The Registrant provided Carlin with a copy of the foregoing disclosures. Attached as Exhibit 16 is a copy of Carlin’s letter, dated June 29, 2004, stating their agreement with such statements. |