Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary
Data
The consolidated financial
statements are included in Part IV, Item 15 (a) (1) of this Report.
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
On May 3, 2024, the US Securities
and Exchange Commission (“Commission”) entered an Order denying BF Borgers CPA PC (“BF Borgers”) the privilege
of appearing or practicing before the Commission as an accountant. As a result, BF Borgers may not participate in or perform the audit
or review of financial information included in Commission filings, issue audit reports included in Commission filings, provide consents
with respect to audit reports, or otherwise appear or practice before the Commission. practicing before the SEC. As a result of the foregoing,
On May 7, 2024, the board of directors of the Company terminated BF Borgers as the Registrant’s independent registered public accounting
firm. BF Borgers had audited the Company’s financial statements since 2021.
BF Borger’s report on the Company’s financial statements
for the fiscal year ended December 31, 2022 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, 2022, and through May
7, 2024, there were no disagreements with BF Borgers on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure which, if not resolved to BF Borgers’s satisfaction, would have caused BF Borgers to make reference
to the subject matter of the disagreement in connection with its report.
During the fiscal year ended
December 31, 2022, and through May 7, 2024, 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 May 16, 2024, the Company
appointed Astra Audit and Advisory, LLC (“Astra”) as its new independent registered public accounting firm, effective immediately,
for the fiscal years ending December 31, 2023, and 2022. This appointment was authorized and approved by the Audit Committee of the Company’s
Board of Directors.
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