Item 8. Financial Statements and Supplementary Data
Item 8.
Financial Statements and Supplementary Data.
Reference is made to pages F-1 through F-31 comprising a portion of this Report, which are incorporated herein by reference.
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Table of Contents
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
On July 27, 2023, Digital World’s former public accounting firm, Marcum, notified Digital World’s Audit Committee of the Board of its resignation. During the two most recent
fiscal years ended December 31, 2022 and 2021 and through the subsequent interim period up to and including the date of Marcum’s resignation, there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K of the Exchange Act) between Digital World and Marcum.
During the two most recent fiscal years ended December 31, 2022 and 2021 and through the subsequent interim period preceding Marcum’s resignation, there were the following
reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K of the Exchange Act. As discussed above, there was a material weakness existing in Digital World’s internal control over financial reporting, which
existed as of December 31, 2023. After filing its 2022 Form 10-K, Digital World’s management submitted documentation to Marcum for the filing of Digital World’s Q1 Form 10-Q. As part of the preparation of its Q1 Form 10-Q, management
provided Marcum with (i) two new invoices received during the first quarter of 2023, which were for certain services rendered in fiscal year 2022 and (ii) the board minutes for the first quarter of 2023. Upon review, Marcum notified
the management that the two invoices had been recorded incorrectly. They should have been reported under the 2022 Financial Statements included in the 2022 Form 10-K. Moreover, Marcum pointed out that some Digital World Board meeting
minutes from the first quarter of 2023 were missing from the materials submitted for the audit of the 2022 Financial Statements.
During the submission period for the 2022 Form 10-K, Digital World’s management had provided all Digital World Board meeting minutes up until December 31, 2022. This was consistent
with both Digital World’s prior practice and Marcum’s requests in previous audits. Thus, Digital World’s new management understood Marcum’s request for review to only relate to the Digital World Board meeting minutes for fiscal year
2022, which were duly submitted. In April 2023, Digital World’s submitted all available Digital World Board meeting minutes for fiscal year 2023. Since Marcum did not make any follow-up requests on such minutes, Digital World’s
management incorrectly concluded that the request had been fulfilled.
A copy of Marcum’s letter of resignation is filed as Exhibit 16.1 to this 10-K.
On August 8, 2023, Digital World engaged Adeptus as its independent public accounting firm to audit its
consolidated financial statements for the fiscal years ended December 31, 2023, 2022 and 2021 and to review its quarterly consolidated financial statements beginning with the first quarter of the 2022 fiscal year.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.