UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
IOTA COMMUNICATIONS, INC. |
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(Registrant) |
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Date: | March 4, 2022 |
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| By: | /s/ Terrence DeFranco |
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Terrence DeFranco |
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Chief Executive Officer |
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