ITEM 4.01 Changes in Registrant's Certifying Accountant.
(a)
Dismissal of Previous Independent Registered Public Accounting Firm
On June 29, 2021, Iota Communications, Inc. (the "Company") dismissed Friedman
LLP ("Friedman") as the Company's independent registered public accounting firm
for the fiscal year ended May 31, 2020. The decision to dismiss Friedman was
approved by the Company's Board of Directors.
Friedman's reports on the Company's consolidated financial statements as of May
31, 2019 and May 31, 2018, 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 that such reports contained an explanatory
paragraph that stated that the Company had experienced recurring net losses and
negative cash flows from operations, and had an accumulated deficit and a
working capital deficit, which conditions raised substantial doubt about the
Company's ability to continue as a going concern.
During the fiscal years ended May 31, 2019 and May 31, 2018 and the subsequent
interim period through June 29, 2021, there were no "disagreements" (as such
term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304) with Friedman 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 Friedman, would have
caused Friedman to make reference to the subject matter of the disagreements or
reportable events in connection with its reports on the consolidated financial
statements for such years. During the fiscal years ended May 31, 2019 and May
31, 2018, and the subsequent interim period through June 29, 2021, there have
been no "reportable events" (as such term is defined in Item 304 (a)(1)(v) of
Regulation S-K), except for the material weakness described in Item 9A of the
Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2019.
The Company provided Friedman with a copy of the disclosure it is making herein
in response to Item 304(a) of Regulation S-K and requested that Friedman furnish
the Company with a copy of its letter addressed to the Securities and Exchange
Commission (the "SEC"), pursuant to Item 304(a)(3) of Regulation S-K, stating
whether Friedman agrees with the statements made by the Company in response to
Item 304(a) of Regulation S-K. A copy of Friedman's letter to the SEC dated July
1, 2021 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b)
Appointment of New Independent Registered Public Accounting Firm
On June 29, 2021, the Company's Board of Directors approved the engagement of
Marcum LLP ("Marcum") as the Company's new independent registered public
accounting firm for the fiscal year ended May 31, 2020, effective immediately.
During the fiscal years ended May 31, 2019 and May 31, 2018 and the subsequent
interim period through June 29, 2021, neither the Company, nor any party on
behalf of the Company, consulted with Marcum regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the audit opinion that might be rendered regarding the
Company's consolidated financial statements, and no written report or oral
advice was provided to the Company that Marcum concluded was an important factor
considered by the Company in deciding on any accounting, auditing, or financial
reporting issue, or (ii) any matter subject to any "disagreement" (as such term
is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
or a "reportable event" (as such term is defined in Item 304(a)(1)(v) of
Regulation S-K).
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number Description
16.1 Letter from Friedman LLP to the Securities and Exchange Commission
dated July 1, 2021© Edgar Online, source Glimpses
IOTA COMMUNICATIONS, INC. 
