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ROI LAND INVESTMENTS, LTD. (OTCMKTS:ROII) Files An 8-K Changes in Registrant’s Certifying Accountant

ROI LAND INVESTMENTS, LTD. (OTCMKTS:ROII) Files An 8-K Changes in Registrant’s Certifying Accountant

ITEM 4.01 Changes in Registrant’s Certifying Accountant

(a) Dismissal of Independent Certifying Accountant

Effective May 3, 2017, ROI Land Investments, Ltd. (the Company,
we and us) dismissed Marcum LLP, 750 Third Avenue, New York, NY
10017 (Marcum) as our independent registered public accounting
firm. Our board of directors approved the dismissal of Marcum as
our independent registered public accounting firm.

The report of Marcum regarding the Companys financial statements
as of and for the years ended December 31, 2015, and 2014 did not
contain any adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or
accounting principles; however, Marcums report on the Companys
financial statements for the year ended December 31, 2015
contained a provision concerning uncertainty as to the Companys
ability to continue as a going concern. The financial statements
did not include any adjustments that might have resulted from the
outcome of this uncertainty.

During the years ended December 31, 2015 and 2014 and through May
3, 2017, (i) there were no disagreements with Marcum on any
matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures, which disagreements,
if not resolved to the satisfaction of Marcum would have caused
Marcum to make reference to such disagreement in their reports
should they have been issued; and (ii) except for the matter
relating to internal control over financial reporting described
below, there were no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K of the rules and regulations of
the Securities and Exchange Commission (the SEC), during the
Companys years ended December 31, 2015 or 2014. Marcum has
communicated to the Company that we did not maintain effective
internal controls over financial reporting. Specifically, the
following material weaknesses were identified at December 31,
2015:

1.

Lack of oversight by independent directors in the
establishment and monitoring of required internal controls
and procedures;

2.

Lack of functioning audit committee, resulting in
ineffective oversight in the establishment and monitoring
of required internal controls and procedures;

3.

Insufficient personnel resources within the accounting
function to segregate the duties over financial transaction
processing and reporting;

4. Insufficient written policies and procedures over accounting
transaction processing and period end financial disclosure
and reporting processes.

The Company has provided Marcum with a copy of the foregoing
disclosures and requested that Marcum furnish the Company with a
letter addressed to the SEC stating whether or not it agrees with
the above statements. to the Companys request on May 10, 2017, on
May 11, 2017, Marcum furnished to the Company a letter addressed
to the SEC regarding the statements contained in this report. A
copy of such letter is filed as Exhibit 16.1 to this Current
Report on Form 8-K.

(b) Engagement of Independent Certifying Accountant

Effective May 3, 2017, the Board of Directors of the Company
engaged Raymond Chabot Grant Thornton S.E.N.C.R.L (Grant
Thornton) as its independent registered public accounting firm
for the quarter ended December 31, 2016.

During the Companys last fiscal year and through the interim
periods preceding the engagement of Grant Thornton, the Company
(a) has not engaged Grant Thornton as either the principal
accountant to audit the Companys financial statements, or as an
independent accountant to audit a significant subsidiary of the
Company and on whom the principal accountant is expected to
express reliance in its report; and (b) has not consulted with
Grant Thornton regarding (i) the application of accounting
principles to a specific transaction, either completed or
proposed, or the type of audit opinion that might be rendered on
the Companys financial statements, and no written report or oral
advice was provided to the Company by Grant Thornton 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 or a reportable event, as that term is
described in Item 304(a)(1)(v) of Regulation S-K.

About ROI LAND INVESTMENTS, LTD. (OTCMKTS:ROII)
ROI Land Investments Ltd. is a land development company that owns and operates businesses in the land development industry. The Company’s business model consists of acquiring land free of zoning restrictions, obtaining the necessary permits, outsourcing developments of the infrastructure and profiting from the sale of the subdivided land units to established residential and commercial building developers. Its real estate projects in development include Beauport, Quebec City; Terrace, British Columbia; Kitimat, British Columbia; Louisette, France; Evans, Colorado, and Sobha Hartland, Dubai. It owns approximately three properties in Terrace. The Evans project features a mix of housing units, including single family homes, town homes, duplexes and condos. The Sobha Hartland project features three, eight-story buildings for a total of approximately 300 units. Each building offers Dubai residents with a range of housing options. ROI LAND INVESTMENTS, LTD. (OTCMKTS:ROII) Recent Trading Information
ROI LAND INVESTMENTS, LTD. (OTCMKTS:ROII) closed its last trading session 00.0000 at 0.0500 with 1,100 shares trading hands.

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