Explorer

During the year the issuer acquired a business. The following deficiencies were identified: · The firm did not identify and evaluate the issuer's omission of disclosures related to this business combination required by FASB ASC Topic 350 FASB ASC Topic 805 Business Combinations and FASB ASC Topic 820. (AS 2810.30 and .31)

During the year the issuer acquired certain businesses. The following deficiencies were identified: · The firm did not identify and evaluate the issuer's omission of disclosures related to these business combinations required by FASB ASC Topic 805 and FASB ASC Topic 820. (AS 2810.30 and .31)

The firm did not identify and evaluate the issuer's omission of disclosures related to this business combination required by FASB ASC Topic 820. (AS 2810.30 and .31)

During the year the issuer entered into a reverse merger agreement. The firm did not perform any procedures to evaluate whether the issuer's accounting for this transaction was in conformity with FASB ASC Topic 805 Business Combinations. (AS 2301.08)

The firm did not identify and evaluate the issuer's omission of disclosures related to these business combinations required by FASB ASC Topic 350 and FASB ASC Topic 805. (AS 2810.30 and .31)

The firm did not evaluate whether in conformity with FASB ASC Topic 805 Business Combinations a separately identifiable intangible asset existed related to an agreement that was executed as part of the acquisition. (AS 2301.08)

During the year the issuer acquired multiple businesses. The following deficiencies were identified: · The firm did not identify and evaluate a misstatement in a required disclosure under FASB ASC Topic 805 Business Combinations. (AS 2810.30 and .31)

The firm did not identify and evaluate misstatements in certain required disclosures under FASB ASC Topic 470 Debt and FASB ASC Topic 805 Business Combinations related to the accounting for the purchase price allocation. (AS 2810.30 and .31)

During the year the issuer acquired a business. The firm did not identify and evaluate the issuer's omission of certain disclosures required under FASB ASC Topic 805 Business Combinations. (AS 2810.30 and .31)

During the year the issuer acquired a business. The issuer accounted for an acquired investment using the equity method and determined the fair value of certain acquired intangible assets using cash-flow forecasts. The following deficiency was identified: · The firm did not perform any procedures to evaluate whether the accounting for this acquired investment and certain acquired assets was in conformity with FASB ASC Topic 323 Investments – Equity Method and Joint Ventures and FASB ASC Topic 970 Real Estate – General. Further the firm did not perform any substantive procedures to test the existence of these acquired assets. (AS 2301.08)

During the year the issuer completed a business combination and issued a convertible note. The following deficiencies were identified: · The firm capitalized transaction costs related to the business combination and the convertible note issuance. The firm did not (1) evaluate whether the issuer's capitalization of these costs was in conformity with FASB ASC Topic 805 Business Combinations and (2) evaluate the reliability of certain external information it used to test these costs. (AS 1105.04 and .06; AS 2301.08)

During the year the issuer acquired multiple businesses and determined the fair value of the acquired intangible assets using cash-flow forecasts. The following deficiencies were identified: · For one of these business combinations the firm identified the issuer's omission of certain pro forma disclosures that were required under FASB ASC Topic 805 Business Combinations but did not evaluate the significance of the omitted disclosures from the notes to the financial statements. (AS 2810.30 and .31)

The firm's approach for substantively testing the fair values of the acquired intangible assets and consideration transferred was to test the issuer's process. The following deficiencies were identified: · The firm did not perform procedures to evaluate whether the accounting for contingent payments to certain sellers in these business combinations was in conformity with FASB ASC Topic 805 Business Combinations. (AS 2810.30)

During the year the issuer acquired multiple businesses. The following deficiencies were identified: · The firm did not identify and evaluate the issuer's omission of certain disclosures that were required under FASB ASC Topic 805 Business Combinations. (AS 2810.30 and .31)

During the year the issuer acquired a business. The following deficiencies were identified: · The firm did not identify and evaluate a departure from GAAP related to the issuer's omission of certain disclosures required by FASB ASC Topic 805 Business Combinations. (AS 2810.30 and .31) Unrelated to our review the issuer reevaluated its accounting for this business combination and concluded that material misstatements existed that had not been previously identified. The issuer subsequently corrected these misstatements in a restatement of its financial statements and the firm revised and reissued its report on the financial statements.

During the year the issuer acquired a controlling interest of a business. The firm did not perform sufficient procedures to test whether the issuer's accounting of the business combination was in conformity with FASB ASC Topic 805 because the firm did not evaluate whether the issuer (1) appropriately recorded the acquisition consideration (2) identified and appropriately recorded all assets acquired liabilities assumed and non-controlling interests and (3) measured them at their respective acquisition-date fair values. (AS 2810.30)

During the year the issuer acquired a business. The following deficiency was identified: · The firm did not identify and evaluate a departure from GAAP related to the issuer (1) not measuring the acquisition consideration as of the acquisition date and (2) allocating the purchase price using the book value of assets acquired and liabilities assumed which was not in conformity with FASB ASC Topic 805 Business Combinations. (AS 2810.30) Unrelated to our review the issuer reevaluated its accounting for the business combination and concluded that a material misstatement existed related to the measurement of the acquisition consideration that had not been previously identified. The issuer subsequently corrected this misstatement in a restatement of its financial statements and the firm revised and reissued its report on the financial statements.

During the year the issuer acquired a business. The following deficiency was identified: · The firm did not identify and evaluate a departure from GAAP related to the issuer's omission of certain disclosures that are required by FASB ASC Topic 805. (AS 2810.30 and .31) Unrelated to our review the issuer reevaluated its accounting for the business combination and concluded that a material misstatement existed related to the measurement of the acquisition consideration that had not been previously identified. The issuer subsequently corrected this misstatement in a restatement of its financial statements and the firm revised and reissued its report on the financial statements.

During the year the issuer merged with another company in a business combination. The firm did not evaluate whether the issuer appropriately recognized and measured this merger in conformity with FASB ASC Topic 805. (AS 2810.30)

During the year the issuer merged with another company in a business combination. The firm did not evaluate whether the issuer appropriately recognized and measured this merger in conformity with FASB ASC Topic 805 Business Combinations. (AS 2810.30)

During the year the issuer acquired two businesses. With respect to one of these business combinations the following deficiencies were identified: · The issuer subsequently remeasured the contingent consideration and recorded the change as an expense. The firm did not sufficiently evaluate whether the change was a result of events that occurred subsequent to the acquisition date and was appropriately recorded as an expense in conformity with FASB ASC Subtopic 805-30 Business Combinations - Goodwill or Gain from Bargain Purchase Including Consideration Transferred because the firm did not identify that the forecasted revenue the issuer used for the remeasurement was consistent with the historical revenue at the acquisition date. (AS 2810.03 and .30)

During the year the issuer acquired two businesses. With respect to one of these business combinations the following deficiencies were identified: · The firm did not perform any procedures to test the fair value of an intangible asset. (AS 2502.15) In addition the firm did not evaluate whether the method used to determine the fair value of this intangible asset was in conformity with FASB ASC 805 Business Combinations. (AS 2810.30)

During the year the issuer acquired a business that resulted in an acquired intangible asset. The firm did not identify and evaluate the issuer's omission of certain disclosures related to this business combination that were required by FASB ASC Topic 805 Business Combinations. (AS 2810.30 and .31)

For certain business combinations the firm did not identify and evaluate the issuer's omission of certain disclosures required under FASB ASC Topic 805 and FASB ASC Topic 820 related to certain assets acquired. (AS 2810.30 and .31)

For two business combinations the firm did not identify and evaluate the issuer's omission of certain required disclosures under FASB ASC Topic 820 related to certain assets acquired and a liability assumed. (AS 2810.30 and .31)

The firm did not evaluate whether in conformity with FASB ASC Topic 805 a separately identifiable intangible asset existed related to the retail customer base of the acquired business. (AS 2301.08)

The firm did not identify and evaluate the issuer's omission of certain required disclosures under FASB ASC Topic 820 related to certain assets acquired. (AS 2810.30 and .31)

The firm did not evaluate whether in conformity with FASB ASC Topic 805 separately identifiable intangible assets existed related to the existing customer base and trade names of the acquired business. (AS 2301.08)

The firm did not identify and evaluate the issuer's omission of certain disclosures required under FASB ASC Topic 805 and FASB ASC Topic 820 related to certain assets acquired. (AS 2810.30 and .31)

The firm did not identify and evaluate the issuer's omission of certain disclosures required under FASB ASC Topic 805 and FASB ASC Topic 820 related to certain assets acquired. (AS 2810.30 and .31)

The firm did not identify and evaluate the issuer's (1) omission of and (2) misstatements in certain disclosures required under FASB ASC Topic 805 and/or FASB ASC Topic 820. (AS 2810.30 and .31)

The firm did not identify and evaluate the issuer's omission of certain disclosures required under FASB ASC Topic 805 Business Combinations and FASB ASC Topic 820 related to certain assets acquired. (AS 2810.30 and .31)

For these business combinations the firm did not identify and evaluate the issuer's omission of certain required disclosures related to contingent considerations. (AS 2810.30 and .31)

During the year the issuer entered into a merger agreement which included provisions for contingent payments to the sellers upon the satisfaction of certain criteria. The following deficiencies were identified: · For another provision the firm did not identify and evaluate the issuer's omission of certain disclosures required under FASB ASC Topic 718 Compensation—Stock Compensation related to the nature and terms of the provision and the potential effects of the provision on shareholders. (AS 2810.30 and .31)

The firm did not identify and evaluate the issuer's omission of certain disclosures required under FASB ASC Topic 820 Fair Value Measurement related to certain acquired assets. (AS 2810.30 and .31)

During the year the issuer acquired a business. The firm did not identify and evaluate the issuer's omission of certain required disclosures under FASB ASC Topic 805 Business Combinations related to the amounts of revenue and earnings of the acquired business since the acquisition date. (AS 2810.30 and .31) In connection with our review the issuer reevaluated its disclosures related to this business combination and determined that certain disclosures were omitted. The issuer did not file an amended Form 10-K or Form 8-K indicating that its previously issued financial statements should not be relied on. Instead the issuer corrected these omissions in a subsequent filing.

During the year the issuer acquired a business. The firm did not perform procedures to evaluate whether all identifiable assets acquired were recognized in conformity with FASB ASC Topic 805 Business Combinations beyond reading the merger agreement and purchase-price allocation that the issuer prepared and inquiring of management. (AS 2810.30)

During the year the issuer acquired a business. The firm did not identify and appropriately address that the issuer's inclusion of certain equity awards as part of the accounting for this business combination was not in conformity with FASB ASC Topic 718 Stock Compensation and FASB ASC Topic 805 Business Combinations. (AS 2810.30) Unrelated to our review the issuer reevaluated its accounting for this business combination and concluded that a material misstatement existed that had not been previously identified. The issuer subsequently corrected this misstatement in a restatement of its financial statements and the firm revised and reissued its report on the financial statements. The issuer also reevaluated its controls over the accounting for this business combination and concluded that a material weakness existed that had not been previously identified. The issuer subsequently reflected this material weakness in a revision to its report on ICFR and the firm revised and reissued its report to include an additional material weakness.

The issuer acquired businesses with contingent equity consideration arrangements. The firm did not identify and appropriately address a departure from GAAP related to the issuer's classification of the contingent consideration as equity rather than liabilities as required by FASB ASC Topic 815 Derivatives and Hedging. (AS 2810.30) Unrelated and prior to our review the issuer reevaluated its accounting treatment for the contingent consideration and concluded that a material misstatement existed that had not been previously identified. The issuer subsequently corrected this misstatement in a restatement of its financial statements and the firm revised and reissued its report on the financial statements.

During the year the issuer acquired a business. The firm did not identify and evaluate that the issuer's accounting for a provision for contingent payments to the sellers as equity and the omission of required disclosures related to this provision were not in conformity with FASB ASC Topic 480 Distinguishing Liabilities from Equity. (AS 2810.30 and .31) Unrelated to our review the issuer reevaluated its accounting and disclosures for this business combination and concluded that material misstatements existed that had not been previously identified. The issuer subsequently corrected these misstatements in a restatement of its financial statements and the firm revised and reissued its report on the financial statements.

The issuer completed a business combination during the year in which it divested a wholly-owned subsidiary and acquired all of the issued and outstanding shares of another company for cash consideration and the issuance of stock in a series of related divestiture and acquisition transactions. The issuer recorded the acquisition as a reverse merger for accounting and financial reporting purposes. The firm did not perform procedures to test the business combination beyond summarizing the terms of the related transactions and evaluating the appropriateness of the issuer's accounting treatment and financial statement presentation. (AS 2301.08)

During the year the issuer acquired a business. The firm did not identify or appropriately address a departure from GAAP related to the issuer's omission of required disclosures under FASB ASC Topic 805 Business Combinations regarding the amounts of revenue and earnings of the acquired company since the acquisition date that were included in the income statement. (AS 2810.30 and .31)

The firm did not identify and evaluate a departure from GAAP related to the issuer's omission of a disclosure required by FASB ASC Topic 805 Business Combinations. (AS 2810.30 and 31)

The firm did not identify and evaluate a departure from GAAP related to the issuer's omission of certain required disclosures related to major classes of assets acquired and liabilities assumed in accordance with FASB ASC Topic 805 Business Combinations. (AS 2810.30 and .31)

During the year the issuer completed a business combination. The firm did not evaluate whether this transaction was recorded in conformity with FASB ASC Topic 805 Business Combinations. (AS 2810.30)

The firm did not identify and evaluate a departure from GAAP related to the issuer's omission of a disclosure related to this business combination required by FASB ASC Topic 805. (AS 2810.30 and .31)

During the year the issuer acquired a business. The following deficiencies were identified: · The firm did not perform any procedures to evaluate whether all identifiable assets acquired and liabilities assumed were recognized in conformity with FASB ASC Topic 805 Business Combinations. Further the firm did not perform any procedures to evaluate whether the issuer's disclosures related to the acquired intangible assets were in conformity with FASB ASC Topic 350 Intangibles – Goodwill and Other. (AS 2810.30 and .31)

During the year the issuer entered into a transaction with multiple parties. The firm did not evaluate whether the issuer's accounting for this transaction as a business combination was in conformity with FASB ASC Topic 805 Business Combinations. (AS 2810.30)

The firm did not identify and evaluate a misstatement in a required disclosure under FASB ASC Topic 805 Business Combinations. (AS 2810.30 and .31)

During the year the issuer acquired a business. The firm did not identify and evaluate the issuer's omission of certain disclosures required under FASB ASC Topic 805 Business Combinations. (AS 2810.30 and .31)