CODE GREEN APPAREL CORP. (OTCMKTS:CGAC) Files An 8-K Changes in Registrant’s Certifying Accountant

Item 4.01

Changes in Registrants Certifying Accountant

Code Green Apparel Corp. (the Company) was notified that,
effective January 1, 2017, the Companys auditor, Patrick D. Heyn,
CPA, P.A. (Heyn CPA) merged with the accounting firm of
Soles Company, resulting in the new firm of Soles, Heyn Company,
LLP (SHC), which is registered with the Public Company
Accounting Oversight Board (PCAOB).

As a result of this merger, Heyn CPA resigned as the Companys
independent registered public accounting firm on January 1, 2017.
On January 1, 2017, the Company engaged SHC as its independent
registered public accounting firm. The engagement of SHC was
approved by the Companys Board of Directors on January 1, 2017.

Heyn CPA did not complete any audit reports of the financial
statements of the Company as of and for the years ended December
31, 2015 or 2016, prior to the merger with SHC so there was
nothing from Heyn CPA regarding any adverse opinion or disclaimer
of opinion or qualification or modification as to uncertainty,
audit scope or accounting principles.

In connection with the audits of the Companys financial
statements for the fiscal years ended December 31, 2015 and 2016,
and through the date of this Current Report, there were: (i) no
disagreements with Heyn CPA on any matters of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of Heyn CPA, would have caused it to
make reference to the subject matter of the disagreement(s) in
connection with its reports, and (ii) no reportable events of the
type described in Item 304(a)(1)(v) of Regulation S-K.

During the Companys fiscal years ended December 31, 2015 and
2016, and through the date of this Current Report on Form 8-K,
neither the Company nor anyone on its behalf consulted with SHC
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 Companys financial
statements, and neither a written report nor oral advice was
provided that SHC 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 either
the subject of a disagreement, as defined in Item 304(a)(1)(iv)
of Regulation S-K and its related instructions, or a reportable
event as described in Item 304(a)(1)(v) of Regulation S-K.

Heyn CPA furnished the Company with a letter addressed to the
Securities and Exchange Commission stating whether or not Heyn
CPA agrees with the statements made herein. A copy of such
letter, dated May 17, 2017, furnished by Heyn CPA is filed as
Exhibit 16.1 to this Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

* Filed herewith.

About CODE GREEN APPAREL CORP. (OTCMKTS:CGAC)

Code Green Apparel Corp., formerly J.D. Hutt Corporation, is engaged in the business of manufacturing, selling, marketing and outfitting companies of all sizes and industries with eco-friendly apparel. The Company offers apparels made from recycled textiles. The Company’s corporate apparel market encompasses a range of apparel products and accessories, including uniforms, caps, t-shirts, aprons, pants, shorts, jackets and accessories. The Company provides its line of recycled clothing to organizations of various sizes, hosting promotional, fundraising and special events. Its apparel collection is also available to distributors and screen printers through its wholesale distribution channel. As of December 31, 2015, the Company had not generated any revenues.

CODE GREEN APPAREL CORP. (OTCMKTS:CGAC) Recent Trading Information

CODE GREEN APPAREL CORP. (OTCMKTS:CGAC) closed its last trading session down -0.00020 at 0.00580 with 439,000 shares trading hands.