Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary
Data
The information required
by this item appears beginning on page F-1 of this annual report and is incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosures
On
March 6, 2026, the Audit Committee of the Company (i) approved the dismissal of Marcum Asia CPAs LLP ( “ Marcum Asia ” )
as the Company’s independent registered public accounting firm and (ii) appointed Fortune CPA, Inc. ( “ Fortune”) as
the Company’s independent registered public accounting firm to conduct an quarter review of the Company’s financial statements
at December 31, 2025, and audit the Company’s consolidated financial statements as of and for the fiscal year ending March 31, 2026.
The
audit reports of Marcum Asia on the Company’s consolidated financial statements as of and for the fiscal years ended March 31, 2025
and 2024 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, except for an explanatory paragraph related to the Company’s ability to continue as a going concern.
During
the fiscal years ended March 31, 2025 and 2024, and the subsequent interim period through March 6, 2026, there were no: (i) “disagreements,”
as that term is defined in Item 304(a)(1)(iv) of Regulation S-K under the Securities Act of 1933 with Marcum Asia on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of Marcum Asia, would have caused Marcum Asia to make reference to the subject matter of such disagreements in connection with its audit
reports on the Company’s consolidated financial statements as of and for the fiscal years ended March 31, 2025 and 2024, or (ii)
reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K, , other than the material weaknesses as reported in its Form
10-K filed with the SEC on July 15, 2025. Such material weaknesses related to our lack of (i) sufficient financial reporting and
accounting personnel with appropriate knowledge of generally accepted accounting principles in the United States of America (the
“U.S. GAAP”) and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and to prepare
and review our consolidated financial statements and related disclosures to fulfill U.S. GAAP and SEC financial reporting requirements,
(ii) formal internal control policies and internal independent supervision functions to establish formal risk assessment process
and internal control framework, and (iii) sufficient controls designed and implemented in IT environment and IT general control activities,
which are mainly associated with areas of logical access management, change management, computer operation, service organization management
as well as cyber security management.
During the fiscal years ended
March 31, 2025 and 2024, and the subsequent interim period through March 6, 2026, neither the Company nor anyone on the Company’s
behalf consulted with Fortune with respect to either (i)(a) the application of accounting principles to a specified transaction, either
completed or proposed, or (b) the type of audit opinion that might be rendered on the Company’s consolidated financial statements,
and neither a written report nor oral advice was provided by Fortune to the Company that Fortune concluded was an important factor that
the Company consider in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any other matter that
was the subject of a “disagreement” or a “reportable event” (as these terms are defined in Item 304(a)(1) of
Regulation S-K and the related instructions).
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