Item 4.01 Changes in Registrant's Certifying Accountant.
Based on information provided by the Registrant's independent registered public
accounting firm, Friedman LLP ("Friedman"), effective September 1, 2022,
Friedman combined with Marcum LLP ("Marcum") and continued to operate as an
independent registered public accounting firm. On September 29, 2022, the
Registrant's Board of Directors (i) dismissed Friedman and (ii) engaged Marcum
to serve as the independent registered public accounting firm of the Registrant
and to provide to the Registrant the services previously provided to the
Registrant by Friedman. On February 2, 2023, the Registrant's Board of Directors
(i) dismissed Marcum and (ii) engaged RBSM LLP ("RBSM") to serve as the
independent registered public accounting firm of the Registrant and to provide
to the Registrant the services previously provided to the Registrant by
Friedman.
Neither of Friedman's reports on the financial statements of the Registrant for
either of the past two fiscal years ended, respectively, December 31, 2020 and
December 31, 2021, contained an adverse opinion or a disclaimer of opinion, or
was qualified or modified as to uncertainty, audit scope, or accounting
principles. The Company has recurring losses from operations which raises
substantial doubt about its ability to continue as a going concern.
During the Registrant's two most recent fiscal years ended, respectively,
December 31, 2020 and December 31, 2021, and the subsequent interim period
through September 29, 2022, there were no disagreements with Friedman on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement(s), if not resolved to the
satisfaction of Friedman, would have caused it to make reference to the subject
matter of the disagreement(s) in connection with its report. During the
subsequent interim period through February 2, 2023, there were no disagreements
with Marcum on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement(s), if
not resolved to the satisfaction of Friedman, would have caused it to make
reference to the subject matter of the disagreement(s) in connection with its
report.
During the Registrant's two most recent fiscal years ended, respectively,
December 31, 2020 and December 31, 2021, and the subsequent interim period
through September 29, 2022, there were no reportable events (as defined in Item
304(a)(1)(v) of Regulation S-K). During the subsequent interim period through
February 2, 2023, there were no reportable events (as defined in Item
304(a)(1)(v) of Regulation S-K).
The Registrant has provided Marcum with a copy of the above disclosures prior to
its filing with the Securities and Exchange Commission (the "Commission"). A
letter to the Commission dated September 29, 2022 from Friedman regarding its
concurrence or disagreement with the statements made by the Registrant in this
current report concerning the dismissal of Friedman as the Registrant's
independent registered public accounting firm was attached to the Registrant's
Form 8-K dated September 29, 2022. A letter to the Commission dated February 5,
2023 from Marcum regarding its concurrence or disagreement with the statements
made by the Registrant in this current report concerning the dismissal of Marcum
as the Registrant's independent registered public accounting firm is attached as
Exhibit 16 hereto.
During the Registrant's two most recent fiscal years ended, respectively,
December 31, 2020 and December 31, 2021, and the subsequent interim period
through February 2, 2023, neither the Registrant nor anyone on its behalf has
consulted with Marcum with respect to either (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 Registrant's consolidated
financial statements, and neither a written report nor oral advice was provided
to the Registrant that Marcum concluded was an important factor considered by
the Registrant in reaching a decision as to any 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 the related
instructions to Item 304 of Regulation S-K) or a reportable event (as defined in
Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibit
(d) Exhibits
16 Letter from Marcum LLP regarding the change in the Registrant's
certifying accountant, dated February 7, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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