Change in Registrant’s Certifying Accountant

On March 9, 2017, Grow Condos, Inc. (the “Company”) engaged L J Soldinger Associates LLC (“Soldinger”) as the Company’s new independent registered public accounting firm. The engagement was approved by the Audit Committee. During the fiscal years ended June 30, 2016 and 2015 and through the date of this Current Report on Form 8-K, neither the Company nor anyone acting on its behalf consulted Soldinger with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, nor 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 nor oral advice provided that Soldinger concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or a “reportable event” as described in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

On December 23, 2016, the Company filed an 8-K/A which stated that 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. Because Mr. Scrudato had his registration revoked by his regulator, there will be no attachment to this Form 8-K reflecting his opinion on this matter. In addition, our June 30, 2016 year-end financial statements will be re-audited by Soldinger and presented together with the upcoming audit for the year ended June 30, 2017 when we file our next Form 10-K. Should Soldinger come to the conclusion that the results of that period require adjustment, we will also amend and update our previously issued Form 10-Q’s subsequent to the year ended June 30, 2016. At this time, we do not believe that any re-statement will be likely to occur.

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 +0.03 at 1.02 with 53,419 shares trading hands.