Item 4.01 Changes in Registrant’s Certifying Accountant.
Dismissal of Independent Registered Public Accounting Firm.
On November 22, 2022, Allied Esports Entertainment, Inc. (the “Company”)
dismissed Marcum LLP (“Marcum”) as the Company’s independent registered public
accounting firm in connection with auditing the Company’s financial statements
for fiscal year 2022. The dismissal of Marcum was approved by the Company’s
Audit Committee on November 18, 2022.
The reports of Marcum on the Company’s audited consolidated financial statements
for the two most recent fiscal years ended December 31, 2021 and 2020 (the
“Marcum Reports”) did not contain an adverse opinion or a disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles. The Marcum Report included in the Company’s Annual Report
on Form 10-K for the fiscal year, however, included an explanatory paragraph
related to the substantial doubt about the Company’s ability to continue as a
going concern. During the Company’s two most recent fiscal years ended December
31, 2021 and 2020, and during the subsequent interim period preceding Marcum’s
dismissal, there were no disagreements with Marcum on any matter of accounting
principles or practices, financial statement disclosures, or auditing scope or
procedures, which disagreements, if not resolved to the satisfaction of Marcum,
would have caused Marcum to make reference to the subject matter of the
disagreements 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 ending December 31, 2021, and the Quarterly Reports on Form
10-Q for the fiscal quarters ending March 31, 2022, June 30, 2022 and September
30, 2022 (collectively, the “Reports”), Marcum advised the Company of the
following categories of deficiencies that constitute material weaknesses in the
Company’s internal controls over financial reporting, all of which were
previously disclosed by the Company in the applicable Reports:
1. inadequate internal controls over the timely preparation and filing of the
consolidated financial statements, inadequate controls over the accounting for
complex financial instruments (such as warrants), and untimely annual closing
of the books;
2. inadequate controls and procedures as they relate to completeness of
information reported by certain third parties that process transactions
related to specific revenue streams;
3. inadequate segregation of duties resulting from limited accounting staff and
4. inadequate information technology general controls as it relates to user
access and change management; and
5. inadequate review of schedules utilized to record depreciation/amortization
and stock-based compensation schedules.
Marcum discussed the foregoing material weaknesses with the Audit Committee of
the Board of Directors of the Company at the time each material weaknesses was
determined to exist. The Company authorized Marcum to respond fully to the
inquiries by the successor independent registered public accounting firm
concerning these material weaknesses.
The Company previously remediated deficiency items 1 and 2 above. Management has
begun to take action, including the engagement of additional accounting
personnel and compliance resources, to address the remaining material
weaknesses. Notwithstanding the material weaknesses in internal control over
financial reporting described above, the Company’s management has concluded that
its condensed consolidated financial statements included in the Reports fairly
stated in all material respects in accordance with accounting principles
generally accepted in the United States of America.
The Company provided Marcum with a copy of this Current Report on Form 8-K prior
to its filing with the Securities and Exchange Commission (the “SEC”) and
requested that Marcum furnish the Company with a letter addressed to the SEC
stating whether or not Marcum agrees with the above statements. A copy of the
letter from Marcum dated November 22, 2022 is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
Engagement of New Independent Registered Public Accounting Firm.
On November 21, 2022, the 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 commencing fiscal year 2022,
subject to ZH’s completion of its customary client acceptance procedures.
During the years ended December 31, 2021 and 2020 and through November 22, 2022,
neither the Company nor anyone on its behalf consulted ZH regarding (i) the
application of accounting principles to a specific completed or contemplated
transaction, (ii) the type of audit opinion that might be rendered on the
Company’s financial statements, or (iii) any matter that was the subject of a
disagreement or event identified in response to Item 304(a)(1) of Regulation S-K
(there being none).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 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) 2
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