On October17, 2016, Grow Condos, Inc. (the “Company”) dismissed John Scrudato, CPA, Certified Public Accountants (“Scrudato”) from its position as the Company’s independent registered public accounting firm. The Company’s Board of Directors approved the dismissal.

The Company engaged Scrudato to serve as its independent registered public accounting firm in or about September 2015. The audit report of Scrudato on the Company’s financial statements for the year ended June 30, 2016 did not contain an adverse opinion or disclaimer of opinion, however it did contain a qualification describing a going concern uncertainty. Scrudato did not, during the applicable periods, advise the Company of any of the enumerated items described in Item 304(a)(1)(iv) of Regulation S-K.

During the two most recent fiscal years and the period to the date of this Current Report, there were no (i) disagreements between the Company and Scrudato on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to its satisfaction, would have caused Scrudato to make reference to the subject matter of such disagreements in connection with its report, or (ii) “reportable events,” as described in Item 304(a)(1)(v) of Regulation S-K.

The Company furnished Scrudato with a copy of this report prior to filing with the SEC and requested that Scrudato furnish it with a letter addressed to the SEC stating whether or not it agreed with the statements made by the Company in this report insofar as they relate to Scrudato’s audit services and engagement as the Company’s independent registered public accounting firm. Scrudato has furnished a letter addressed to the SEC dated October 18, 2016, a copy of which is attached hereto as Exhibit 16.1.

The Company has engaged Anthony Imbimbo, CPA and Associates (“Imbimbo”) as its new independent accountants on October 17, 2016. Prior to October 17, 2016, the Company had not consulted with Imbimbo regarding (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 consolidated financial statements, and no written report or oral advice was provided to the Company by Imbimbo concluding there was an important factor to be considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

On December 22, 2016, the Company was advised by the staff of the Securities and Exchange Commission that on December 20, 2016 the Public Company Accounting Oversight Board issued Release No. 105-2016-054 wherein it barred Scrudato from acting as independent auditor for public companies

Item 9.01. Financial Statement and Exhibits

(c) The following documents are filed herewith as exhibits:

Exhibit 16.1 Letter from John Scrudato, CPA, Certified Public Accountants dated September 22, 2015.*

*Previously Filed

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About Grow Condos, Inc. (OTCMKTS:GRWC)

Grow Condos, Inc. is a real estate purchaser, developer and manager of specific use industrial properties. The Company, through its subsidiary, WCS Enterprises, LLC, is engaged in providing Condo style turnkey grow facilities to support cannabis growers in the United States cannabis industry. The Company owns, leases, sells and manages multi-tenant properties. The Company offers tenants the option to lease, lease to purchase or buy their condo warehouse space that is divided into comparable 1,500-2,500 square foot condominium units. It develops, leases, owns and provides investment sales opportunities for commercial industrial properties focused in the cannabis production arena. In addition to its Condo turnkey growing facilities, the Company intends to provide marijuana grow consulting services, and equipment and supplies as part of its turnkey offerings. The Company is exploring acquisition opportunities in Oregon, Colorado, Washington, California and Nevada.

Grow Condos, Inc. (OTCMKTS:GRWC) Recent Trading Information

Grow Condos, Inc. (OTCMKTS:GRWC) closed its last trading session up +0.060 at 0.750 with 40,193 shares trading hands.