Explorer

During the year the issuer acquired certain businesses. The firm did not perform audit procedures beyond reading the issuer-prepared memoranda merger agreements and related acquisition documents to understand the issuer's process in determining fair value measurements and disclosures including the data and assumptions that were used in the analyses in order to plan the nature timing and extent of the audit procedures. (AS 2502.11)

During the year the issuer acquired certain businesses. The firm did not test the fair values of the acquired intangible assets and test the measurement of goodwill. (AS 2502.26 and .28)

During the year the issuer acquired certain businesses. The firm did not test the presentation and disclosure of certain acquisitions in the notes to the financial statements. (AS 2502.43)

During the year the issuer acquired a business. The firm did not test the reasonableness of the expected gross margin the issuer used to estimate the fair value of acquired finished goods inventory. (AS 2502.26 and .28)

During the year the issuer created a subsidiary to purchase certain assets from a counterparty. The firm did not evaluate whether due to the terms in the agreement the subsidiary was a variable interest entity under FASB ASC Topic 810 Consolidation. (AS 2810.30)

The firm did not identify and evaluate the significance to the financial statements of omissions from a required disclosure under FASB ASC Topic 805 Business Combinations. (AS 2810.30 and .31)

The firm did not identify and evaluate the significance to the financial statements of omissions from a required disclosure under FASB ASC Topic 805 Business Combinations. (AS 2810.30 and .31)

During the year the issuer acquired a business and determined the fair value of an acquired intangible asset using forecasted cash flows that assumed significant revenue growth for the majority of the forecast period. The following deficiencies were identified: · For certain years within the forecast period the firm's procedures to evaluate the reasonableness of the revenue growth rates consisted of comparing the issuer's forecasted revenue growth rate to those reported in an industry publication over the same period. The firm did not evaluate significant differences between the issuer's forecasted revenue growth rates and the industry publication's growth rate for these years. (AS 2502.26 .28 .31 and .36)

During the year the issuer acquired a business and determined the fair value of an acquired intangible asset using forecasted cash flows that assumed significant revenue growth for the majority of the forecast period. The following deficiencies were identified: · For certain other years within the forecast period the firm did not perform any procedures to evaluate the reasonableness of the forecasted revenue growth rates. (AS 2502.26 .28 and .31)

During the year the issuer acquired a business and determined the fair value of an acquired intangible asset using forecasted cash flows that assumed significant revenue growth for the majority of the forecast period. The following deficiencies were identified: · The firm did not perform any procedures to evaluate the reasonableness of certain forecasted expenses beyond comparing the current-year forecasted expenses to actual expenses. (AS 2502.26 .28 and .31)

During the year the issuer acquired a business. The firm did not sufficiently test the fair value of certain consideration transferred by the issuer because its procedures were limited to recalculating this consideration based on the terms of the purchase agreement without evaluating certain relevant available market information. (AS 2502.26 .28 .31 and .36)

During the year the issuer acquired a business and determined the fair value of the acquired intangible assets using forecasted sales and cash flows and other assumptions including customer attrition rates. The following deficiencies were identified: · The forecast the issuer used to determine the fair value of acquired intangible assets assumed significant revenue growth and the firm documented that the issuer planned to implement various strategies to increase the revenue of the acquired business. The firm concluded that the forecasted revenue growth rates were reasonable without performing any procedures beyond inquiring of management to evaluate the issuer's ability to carry out its planned strategies to achieve these forecasts. (AS 2502.26 .28 .31 and .36)

During the year the issuer acquired a business and determined the fair value of the acquired intangible assets using forecasted cash flows. The following deficiencies were identified: · The issuer's forecasted cash flows were based on historical results. The firm concluded that the forecasted revenue growth rates underlying these cash flows were reasonable without performing procedures to evaluate whether the historical revenue growth rates of the acquired business and the historical industry results would be representative of future revenue growth rates of the acquired business beyond inquiring of management and comparing the forecasted revenue growth rates to either the historical revenue growth rates of the acquired business or to historical industry results. (AS 2502.26 .28 .31 and .36)

In addition the firm did not perform any procedures to evaluate the reasonableness of the projected sales for the third product. (AS 2502.26 and .28)

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 identify and appropriately address a departure from IFRS related to the issuer's accounting for and recognition of certain expenses relating to the business combination in conformity with IFRS 3 Business Combinations. (AS 2810.30 and .31) Unrelated to our review the issuer reevaluated its accounting for certain expenses relating to the 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 issued a special report regarding those adjustments.

During the year the issuer acquired a business. The firm did not perform any procedures to test the fair value of the purchase consideration. (AS 2502.15)

During the year the issuer acquired a business. The firm did not perform any procedures to test the fair value of certain acquired assets. (AS 2502.15)

During the year the issuer completed a business combination. The firm did not perform any procedures to evaluate the reasonableness of the fair value assigned to certain acquired assets. (AS 2502.15)