What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-08-15 compared with 2024-07-08 · 66 added, 7 removed, 1574 unchanged (4% of the section changed)

668 unchanged sentences

Letter from Kreit and Chiu CPA LLP dated May 1, 2023 (incorporated by reference to Exhibit 16.1 to our Current Report on Form 8-K filed on May 2, 2023)

Subsidiaries of Registrant

Certification of Principal Executive

Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of

the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial

Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of

the Sarbanes-Oxley Act of 2002.

of Registrant

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

88 unchanged sentences

We have served as the Company’s auditor since 2024.

Report of Independent Registered Public Accounting

To the Board of Directors

and Stockholders of Reborn Coffee, Inc.

and Subsidiaries

Opinion on the Consolidated Financial Statements’

We have audited the accompanying consolidated

balance sheet of Reborn Coffee, Inc.

and subsidiaries (the “Company”) as of December 31, 2022, and the related statements

of operation, stockholders’ equity (deficit), and cash flows for the year then ended December 31, 2022, and the related notes and

schedules (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations

and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 2 to the consolidated

financial statements, the Company has incurred recurring losses and at December 31, 2022, had an accumulated deficit of $12,031,801.

For the year ending December 31, 2022, the Company sustained a net loss of $3,554,897.

These conditions raise substantial doubt about

the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in

The consolidated financial statements do not include any adjustments that might become necessary should the Company be unable

to continue as a going concern.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an

understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of

the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

/s/ Kreit & Chiu CPA LLP

(Formerly known as Paris, Kreit & Chiu CPA LLP)

We have served as the Company’s auditor since 2020.

PCAOB ID 6651

April 11, 2023

AND SUBSIDIARIES

CONSOLIDATED BALANCE

801 unchanged sentences

Chief Executive Officer

August 15, 2024

( Principal Executive

Chief Financial Officer

August 15, 2024

( Principal Financial

3 unchanged sentences

Executive Officer

August 15, 2024

Executive Officer)

2 unchanged sentences

of the Board of Directors

August 15, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 9A. Controls and Procedures