Zoned Properties, Inc. (OTCMKTS:ZDPY) Files An 8-K Changes in Registrant’s Certifying Accountant

Item 4.01.

(a) Dismissal of Independent Registered Accounting Firm

On April 4, 2017, the Audit Committee of the Board of Directors
of Zoned Properties, Inc. (the Company), on behalf of the Board
of Directors, terminated the engagement of D. Brooks and
Associates CPAs, P.A. (Brooks) as the Companys independent
registered accounting firm.

Brooks reports on the Companys consolidated financial statements
for the fiscal years ended December 31, 2016 and 2015 did not
contain an adverse opinion or a disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or
accounting principles. Furthermore, during the Companys two most
recent fiscal years and through April 4, 2017, there have been no
disagreements with Brooks on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to Brooks
satisfaction, would have caused Brooks to make reference to the
subject matter of the disagreement in connection with its reports
on the Companys consolidated financial statements for such
periods.

Except as set forth below, for the years ended December 31, 2016
and 2015 and through April 4, 2017, there were no reportable
events as that term is described in Item 304(a)(1)(v) of
Regulation S-K. In connection with its audit of the Companys
financial statements for the year ended December 31, 2016 and
2015, Brooks reported the existence of a material weakness in the
Companys internal control over financial reporting to the audit
committee of the Company. The ineffectiveness of the Companys
internal control over financial reporting was due to the
following material weaknesses which the Company identified in its
internal control over financial reporting: (1) the lack of
multiple levels of management review on complex accounting and
financial reporting issues, (2) a lack of adequate segregation of
duties and necessary corporate accounting resources in the
Companys financial reporting process and accounting function as a
result of the Companys limited financial resources to support
hiring of personnel and implementation of accounting systems.
Until such time as the Company expands its staff to include
additional accounting personnel and hire a full time chief
financial officer, it is likely the Company will continue to
report material weaknesses in its internal control over financial
reporting, and (3) we do not have an independent audit committee.
This material weakness has not been corrected.

The Company provided Brooks with a copy of the disclosure
contained herein, prior to its filing with the Securities and
Exchange Commission (the Commission), and requested that Brooks
furnish the Company a letter addressed to the Commission stating
whether or not it agreed with the statements herein and, if not,
stating the respects in which it does not agree. Brooks letter to
the Commission is attached hereto as Exhibit 16.1.

(b) Engagement of New Independent Registered Accounting Firm

On April 4, 2017, the Audit Committee, on behalf of the Board of
Directors appointed Friedman LLP (Friedman ) as the Companys new
independent registered accounting firm. During the Companys two
most recent fiscal years and through April 4, 2017, neither the
Company nor anyone acting on the Companys behalf consulted
Friedman with respect to any of the matters or reportable events
set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

About Zoned Properties, Inc. (OTCMKTS:ZDPY)

Zoned Properties, Inc. is a commercial property, project development and management services company. The Company is engaged in identifying, developing and managing properties in industries, including the licensed medical marijuana industry. The Company operates in the operating, leasing and managing commercial properties segment. The Company maintains a portfolio of properties that it owns, leases and manages. In addition, it provides direct consultation and support for the development of each property. Its development ranges from architectural design and build-out, utility installation, property management, facilities management and security systems. The Company’s property portfolio includes land and real property constructed in Green Valley, Arizona; land and real property in Kingman, Arizona; vacant land in Gilbert, Arizona; a multi-tenant industrial park in Tempe Arizona, and land and real property of approximately 50 acres in Chino Valley, Arizona.

Zoned Properties, Inc. (OTCMKTS:ZDPY) Recent Trading Information

Zoned Properties, Inc. (OTCMKTS:ZDPY) closed its last trading session down -0.03 at 1.31 with 2,834 shares trading hands.