Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
Management of Iota Communications, Inc., a Delaware corporation (the "Company"),
has re-evaluated the Company's accounting treatment and reporting of certain
indirect tax liabilities (the "Tax Liabilities"). Pursuant to such
re-evaluation, on February 1, 2022, the Company's management and the Company's
board of directors (the "Board") concluded that the Company's previously issued
(i) audited annual financial statements included in the Company's Annual Report
on Form 10-K for the annual period ended May 31, 2019 filed with the SEC on Form
10-K on September 13, 2019 (the "Original 10-K") and (ii) unaudited interim
financial statements included in the Company's Quarterly Reports on Form 10-Q
for the quarterly periods ended August 31, 2019, November 30, 2019 and February
29, 2020, filed with the SEC on October 15, 2019, January 22, 2020 (amended on
January 22, 2020 and November 6, 2020), and April 30, 2021, respectively,
(collectively, the "Affected Periods"), cannot be relied upon and should be
restated to update the reporting of Tax Liabilities. As such, the Company
intends to restate its interim financial statements for the Affected Periods and
to restate the audited financial statements contained in the Original 10-K. The
Company's management and the Board have discussed the matters disclosed above in
this Current Report on Form 8-K pursuant to Item 4.02 with Friedman LLP, the
Company's former independent registered public accounting firm.
Additionally, on Saturday, February 26, 2022, the Company received notice (the
"Notice") from its former independent registered public accounting firm,
Friedman LLP, that the accounting firm has decided to withdraw its previously
issued audit opinions with respect to the audited financial statements of the
Company for fiscal years ending May 31, 2018 (the "2018 Statements") and 2019
(the "2019 Statements"), and that the same should not be relied upon. The 2018
Statements were initially filed in the Company's Current Report on Form 8-K/A on
March 19, 2019. The 2019 Statements were initially filed in the Original 10-K.
The Company's management has discussed the foregoing with Friedman LLP.
The Company provided Friedman LLP with a copy of the disclosures it is making in
Item 4.02 prior to the time this Current Report on Form 8-K was filed with the
Securities and Exchange Commission ("SEC"). The Company requested that Friedman
LLP furnish a letter addressed to the SEC stating whether or not it agrees with
the statements made herein, and if not, stating the respects in which it does
not agree. A letter from Friedman LLP is filed as Exhibit 7.1 to this Current
Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Description
7.1 Letter of Friedman LLP, dated March 4, 2022
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