What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-03-31 compared with 2021-05-19 · 53 added, 51 removed, 3 unchanged (97% of the section changed)

Financial Statements and Supplementary Data

consolidated financial statements are included in Part IV, Item 15 (a) (1) of this Report.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

October 14, 2020, Withum Smith + Brown (“Withum”), SCWorx Corp.’s independent registered public accounting firm,

notified SCWorx Corp.

(the “Company”

or “Registrant”) that it would no longer be able to provide audit

and review services to the Company, effective October 14, 2020.

The audit and review services were discontinued for reasons unrelated

to the reviews or audited financials of the Company.

Withum has audited the Company’s financial statements since 2019.

Withum’s

report on the Company’s financial statements for the fiscal year ended December 31, 2019 did not contain an adverse opinion

or disclaimer of opinion, nor was such report qualified or modified as to uncertainty, audit scope or accounting principle, except

for an explanatory paragraph relating to a substantial doubt regarding the Company’s ability to continue as a going concern.

During the fiscal year ended December 31, 2019, and through October 14, 2020, there were no disagreements with Withum on any matter

of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to

Withum’s satisfaction, would have caused Withum to make reference to the subject matter of the disagreement in connection

with its report.

the fiscal year ended December 31, 2019, and through October 14, 2020, there were no “reportable events”

under Item 304(a)(1)(v) of Regulation S-K, except for material weaknesses in internal control over financial reporting.

October 20, 2020, the Company appointed Sadler Gibb & Associates, LLC (“SG”) as its new independent registered

public accounting firm, effective immediately, for the fiscal year ending December 31, 2020.

This appointment was authorized and

approved by the Audit Committee of the Company’s Board of Directors.

the fiscal years ended December 31, 2019 and 2018 and through October 20, 2020, the Company did not consult with SG on the application

of accounting principles to a specified transaction, either completed or proposed, or consult with SG for the type of audit opinion

that might be rendered on the Company’s consolidated financial statements, where a written report or oral advice was provided

that SG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial

reporting issue.

In addition, the Company did not consult with SG on the subject of any disagreement, as defined in Item 304(a)(1)(iv)

of Regulation S-K and the related instructions or on any “reportable events”

as identified under Item 304(a)(1)(v)

of Regulation S-K.

As previously disclosed in the Company’s Current Report on Form

8-K filed April 21, 2021, on April 15, 2021, Sadler Gibb & Associates, LLC notified the Company that it was (i) terminating its engagement

to provide audit and review services to the Company, effective April 14, 2021, and (ii) withdrawing its consent and association with the

Completed Interim Review of the consolidated financial statements performed by SG for the period ended September 30, 2020.

Letter stated that, in reaching this conclusion, it believed that it cannot rely on the representations of management and that there are

disagreements between the Company and SG on matters of accounting principles or practices, financial statement disclosure or auditing

scope or procedure, which disagreements, if not resolved to the satisfaction of SG, would have caused SG to make reference to the subject

matter of the disagreement in their reports on the Company's consolidated financial statements.

The Company disagreed with SG’s

belief regarding the representations of management and requested the opportunity to explain its position to SG, but SG declined such request.

The Company and SG also disagreed about the number of reporting units the Company has for financial reporting purposes.

The Company’s

CFO discussed with SG the number of reporting units.

In addition, the Company engaged an independent technical accounting expert who also

discussed the Company’s position with SG.

Financial Statements and Supplementary

The consolidated financial

statements are included in Part IV, Item 15 (a) (1) of this Report.

Changes in and Disagreements with Accountants

on Accounting and Financial Disclosure

On October 14, 2020, Withum

Smith + Brown (“Withum”), SCWorx Corp.’s independent registered public accounting firm, notified SCWorx Corp.

(the “Company”

or “Registrant”) that it would no longer be able to provide audit and review services to the Company, effective October 14,

The audit and review services were discontinued for reasons unrelated to the reviews or audited financials of the Company.

had audited the Company’s financial statements since 2019.

Withum’s report on the

Company’s financial statements for the fiscal year ended December 31, 2019 did not contain an adverse opinion or disclaimer of opinion,

nor was such report qualified or modified as to uncertainty, audit scope or accounting principle, except for an explanatory paragraph

relating to a substantial doubt regarding the Company’s ability to continue as a going concern.

During the fiscal year ended December

31, 2019, and through October 14, 2020, there were no disagreements with Withum on any matter of accounting principles or practices, financial

statement disclosure, or auditing scope or procedure which, if not resolved to Withum’s satisfaction, would have caused Withum to

make reference to the subject matter of the disagreement in connection with its report.

During the fiscal year ended

December 31, 2019, and through October 14, 2020, there were no “reportable events” as defined under Item 304(a)(1)(v) of Regulation

S-K, except for material weaknesses in internal control over financial reporting.

On October 20, 2020, the Company

appointed Sadler Gibb & Associates, LLC (“SG”) as its new independent registered public accounting firm, effective immediately,

for the fiscal year ending December 31, 2020.

This appointment was authorized and approved by the Audit Committee of the Company’s

Board of Directors.

During the fiscal years ended

December 31, 2019 and 2018 and through October 20, 2020, the Company did not consult with SG on the application of accounting principles

to a specified transaction, either completed or proposed, or consult with SG for the type of audit opinion that might be rendered on the

Company’s consolidated financial statements, where a written report or oral advice was provided that SG concluded was an important

factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue.

In addition, the

Company did not consult with SG on the subject of any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related

instructions or on any “reportable events” as identified under Item 304(a)(1)(v) of Regulation S-K.

As previously disclosed in

the Company’s Current Report on Form 8-K filed April 21, 2021, on April 15, 2021, Sadler Gibb & Associates, LLC notified the

Company that it was (i) terminating its engagement to provide audit and review services to the Company, effective April 14, 2021, and

(ii) withdrawing its consent and association with the Completed Interim Review of the consolidated financial statements performed by SG

for the period ended September 30, 2020.

SG’s Letter stated that, in reaching this conclusion, it believed that it cannot rely on

the representations of management and that there are disagreements between the Company and SG on matters of accounting principles or practices,

financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of SG, would have

caused SG to make reference to the subject matter of the disagreement in their reports on the Company’s consolidated financial statements.

The Company disagreed with SG’s belief regarding the representations of management and requested the opportunity to explain its

position to SG, but SG declined such request.

The Company and SG also disagreed about the number of reporting units the Company has for

financial reporting purposes.

The Company’s CFO discussed with SG the number of reporting units.

In addition, the Company engaged

an independent technical accounting expert who also discussed the Company’s position with SG.

On April 19, 2021, the Company

appointed BF Borgers CPA PC (“BFB”) as its new independent registered public accounting firm, effective immediately, for the

fiscal year ending December 31, 2020.

This appointment was authorized and approved by the Audit Committee of the Company’s Board

of Directors.

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

Item 8. Financial Statements and Supplementary Data