Point 4.01 Changes in the registrant’s certifying accountant.
Dismissal of the independent registered accounting firm.
On November 22, 2022, Allied Esports Entertainment, Inc. (the “Company”) fired Marc LLP (“Marcum”) as the Company’s independent statutory auditor in connection with the audit of the Company’s financial statements for fiscal year 2022. Marcum’s dismissal has been approved by the Company
Audit Committee on November 18, 2022.
Marcum’s reports on the company’s audited consolidated financial statements for the last two financial years have ended December 31, 2021 and 2020 (the “Marcum Reports”) contained no negative opinion or disclaimer of opinion, qualified or modified in terms of uncertainty, audit scope or accounting policies. However, the Marcum report, included in the Company’s Annual Report on Form 10-K for the fiscal year, included an explanatory paragraph related to the significant doubts about the Company’s ability to continue as a going concern. While the last two financial years of the company ended December 31, 2021 and in 2020 and during the subsequent transition period prior to Marcum’s dismissal, there were no disputes with Marcum relating to any accounting policy or practice, financial statement disclosures, or audit scope or procedures that, if not resolved to Marcum’s satisfaction, would have caused Marcum to resolve to point out the subject matter of disagreement in connection with the Marcum reports.
In connection with the preparation of the Company’s Annual Report on Form 10-K for the fiscal year then ended December 31, 2021and the Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2022, June 30, 2022 and 09/30/2022 (collectively, the “Reports”), Marcum has alerted the Company to the following categories of deficiencies that represent material weaknesses in the Company’s internal controls for financial reporting, all of which were previously disclosed by the Company in the relevant reports:
1. Inadequate internal controls over timely preparation and submission of
Consolidated financial statements, inadequate controls over accounting for
complex financial instruments (e.g. warrants) and early financial statements
2. Inadequate controls and procedures related to completeness
Information reported by certain third parties who process transactions
in connection with certain sources of income;
3. insufficient segregation of duties due to limited accounting staff; and
4. inadequate general information technology controls in relation to the user
access and change management; and
5. Inadequate review of schedules used to record depreciation/amortization
and stock-based compensation schedules.
Marcum discussed the above material weaknesses with the Audit Committee of the Company’s board of directors when it was determined that each material weakness existed. The Company authorized Marcum to fully respond to inquiries from the successor’s independent registered public accounting firm regarding these material weaknesses.
The company has previously addressed defects 1 and 2 above. Management has begun taking action, including hiring additional accounting staff and compliance resources, to address the remaining material vulnerabilities. Notwithstanding the material weaknesses in internal control over financial reporting described above, the Company’s management has concluded that the condensed consolidated financial statements included in the reports are fairly presented in all material respects in accordance with generally accepted accounting principles the United States of America.
The Company provided Marcum with a copy of this current report on Form 8-K prior to its filing Securities and Exchange Commission (the “SEC”) and requested Marcum to provide the Company with a letter addressed to the address SEC
indicate whether or not Marcum agrees with the above statements. A copy of Marcum’s letter dated November 22, 2022 is filed as Exhibit 16.1 to this current report on Form 8-K.
Engagement of a new independent registered accounting firm.
On November 21, 2022The Company’s Audit Committee approved the engagement of
ZH CPA, LLC (“ZH”) as the Company’s new independent registered public accounting firm to audit the Company’s financial statements beginning in fiscal year 2022, subject to ZH completing its usual client acceptance procedures.
In the past few years December 31, 2021 and 2020 and through November 22, 2022neither the Company nor anyone on its behalf has authority as to (i) the application of accounting standards to any specific completed or contemplated transaction, (ii) the type of audit report that might be provided on the Company’s financial statements, or (iii) any matter which was the subject of a disagreement or event identified as a response to Article 304 (a) (1) of Regulation SK (there are none).
Item 9.01 Financial Statements and Appendices.
Exhibit No. Description
16.1 Letter from Marcum LLP dated November 22, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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