Item 8. Financial Statements and Supplementary Data
Item
8. Financial Statements and Supplementary Data.
Furnished
at the end of this Annual Report, commencing on page F-1.
Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
On
December 15, 2023, the Board of Directors of Novelstem International Corp. (the “Company”) received formal notice that our
independent auditors, Cherry Bekaert LLP (“CB”), had made the decision to resign as our independent accountants effective
December 15, 2023.
CB
audited the financial statements of the Company for the years ended December 31, 2020, 2021 and 2022. The reports of CB on such financial
statements dated August 1, 2022, October 11, 2022 and March 31, 2023 did not contain an adverse opinion or disclaimer of opinion and
were not modified as to uncertainty, audit scope or accounting principles.
For
the past three fiscal years and subsequent interim periods through the date of resignation, there have been no disagreements with the
former accountants on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedure,
which disagreement, if not resolved to the satisfaction of Cherry Bekaert LLP, would have caused them to make reference thereto in their
report on the financial statements.
During
the Company’s three most recent fiscal years, and since then, CB has not advised the Company that any of the following exist or
are applicable:
(1)
That
the internal controls necessary for the Company to develop reliable financial statements do not exist, that information has come
to their attention that has led them to no longer be able to rely on management’s representations, or that has made them unwilling
to be associated with the financial statements prepared by management.
(2)
That
the Company needs to expand significantly the scope of its audit, or that information has come to their attention that if further
investigated may material impact the fairness or reliability of a previously issued audit report or the underlying financial statements
or any other financial presentation, or cause them to be unwilling to rely on management’s representations or be associated
with the Company’s financial statements for the foregoing reasons or any other reason, or
(3)
That
they have advised the Company that information has come to their attention that they have concluded materially impacts the fairness
or reliability of either a previously issued audit report or the underlying financial statements for the foregoing reasons or any
other reason.
On
January 22, 2024, the Board of Directors of Novelstem International Corp. (the “Company”) approved the appointment of Kreit
& Chiu CPA LLP (“K&C”) as the Company’s new independent registered public accounting firm, effective immediately,
to perform independent audit services for the fiscal year ending December 31, 2023. During the fiscal years ended December 31, 2023,
2022 and 2021 and through January 22, 2024, neither the Company, nor anyone on its behalf, consulted K&C regarding 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 Company’s financial statements, and no written report or oral advice was provided to the Company by K&C
that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue;
or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
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