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The firm did not identify and evaluate the significance to the financial statements of the issuer's omission of a required disclosure under FASB ASC Topic 470 Debt. (AS 2810.30 and .31)

During the year the issuer restructured certain of its debt and recorded an extinguishment loss. The following deficiencies were identified: · The firm did not identify and test any controls that addressed whether the (1) restructured debt and (2) issuer's fair value disclosures for debt were measured in conformity with FASB ASC Topic 820 Fair Value Measurement. (AS 2201.39)

The firm did not identify and test any controls that addressed whether the issuer's fair value disclosures for certain debt were measured in conformity with FASB ASC Topic 820. (AS 2201.39)

The firm did not identify and evaluate the issuer's omission of a required disclosure under FASB ASC Topic 820 related to the categorization of certain of this debt within the fair value hierarchy. (AS 2810.30 and .31) In connection with our review the issuer reevaluated its disclosure related to this debt and determined that a disclosure was 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 this omission in a subsequent filing.

The issuer had outstanding convertible notes payable. The issuer disclosed that certain notes were with a party with which the issuer had pending litigation. The issuer also disclosed that a convertible note with a related party was modified during the year to change the conversion price. The following deficiencies were identified: - The firm did not evaluate whether the issuer's accounting for the conversion price modification was in conformity with FASB ASC Subtopic 470-20 Debt— Debt with Conversion and Other Options. (AS 2810.30)

The firm did not identify and evaluate departures from GAAP related to the issuer's omission of certain required disclosures related to debt. (AS 2810.30 and .31)

The firm did not evaluate whether the issuer's accounting for debt was in conformity with certain requirements of GAAP. (AS 2301.08)

The issuer issued convertible notes during the current and prior year. For certain convertible notes the issuer recorded both a derivative liability and beneficial conversion feature associated with the same conversion option of each convertible note. The following deficiencies were identified: • The firm did not identify and evaluate the significance to the issuer's financial statements of a GAAP departure related to the issuer's accounting treatment for and disclosure of these transactions. Specifically the firm did not evaluate whether the conversion options related to certain convertible notes should have been either (1) separated and accounted for as derivatives in conformity with FASB ASC Subtopic 815-15 Derivatives and Hedging — Embedded Derivatives; or (2) accounted for as beneficial conversion features in conformity with FASB ASC Subtopic 470¬20 Debt — Debt with Conversion and Other Options. (AS 2810.03 .30 and .31)

The firm did not identify and evaluate that the issuer's presentation of certain debt as long term was not in conformity with FASB ASC Topic 470 Debt. (AS 2810.30 and .31)

The firm did not identify and evaluate a misstatement in the issuer's disclosures under FASB ASC Subtopic 860-30 Transfers and Servicing – Secured Borrowing and Collateral related to the carrying amount of its assets pledged as collateral. (AS 2810.30 and .31)

Certain of the issuer's debt was collateralized by the issuer's loans and investment securities that were held in custody by the lending party. As of the current year end the issuer disclosed information related to assets pledged as collateral for this debt and amended its prior-year comparative disclosure. The following deficiencies were identified: · The firm did not identify and evaluate the issuer's omission of required disclosures related to (1) the carrying amount of its assets pledged as collateral as of the current year end under FASB ASC Subtopic 860-30 and (2) the amendment of its assets pledged as collateral as of the prior year end under FASB ASC Topic 250 Accounting Changes and Error Corrections (AS 2810.30 and .31)

The firm did not identify and evaluate a departure from GAAP related to the issuer's misclassification of certain debt as non-current which was not in conformity with FASB ASC Topic 210 Balance Sheet. (AS 2810.30 and .31)

The firm did not evaluate whether the issuer's accounting for and disclosure of certain notes payable was in conformity with GAAP. (AS 2301.08)

The firm did not perform any procedures to evaluate whether debt was appropriately accounted for in conformity with generally accepted accounting principles. (AS 2301.08)

The issuer amended its convertible debt agreements. The following audit deficiencies were identified: · The firm did not identify and evaluate the significance of the issuer's omission of a required disclosure under FASB ASC Subtopic 470-60 regarding its accounting for the amendments as a troubled debt restructuring. (AS 2810.30 and .31)

The firm also identified an error related to the debt discount balance affecting the prior year that the issuer corrected in the current year. The firm did not evaluate whether this correction was in conformity with FASB ASC Topic 250 Accounting Changes and Error Corrections. (AS 2810.30)

The issuer amended its convertible debt agreements. The following audit deficiencies were identified: · The firm did not evaluate the amendments to the convertible debt agreements to determine whether the issuer's accounting was in conformity with FASB ASC Subtopic 470-60 Troubled Debt Restructurings by Debtors. (AS 2810.30)

The firm selected for testing certain controls over the issuer's review and approval of adjustments to debt. The firm did not identify and evaluate a departure from IFRS related to the issuer's accounting for and presentation of certain debt in conformity with IAS 32 Financial Instruments: Presentation. (AS 2810.30 and .31) Unrelated to our review the issuer reevaluated its accounting for certain debt 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 an audit report on the issuer's restated financial statements. Our procedures did not include review of any additional audit work related to the restatement. The issuer also reevaluated its controls over debt 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 its opinion on the effectiveness of the issuer's ICFR to express an adverse opinion. Our procedures did not include review of any additional audit work related to this material weakness.

The firm did not identify and evaluate (1) a misstatement in the issuer's statement of cash flows related to proceeds and repayments of debt; (2) the issuer's omission of a required disclosure under FASB ASC Topic 210 Balance Sheet related to the remaining borrowing capacity for certain debt; and (3) misstatements in certain disclosures required under FASB ASC Topic 820 and FASB ASC Topic 825 Financial Instruments related to the issuer's accounting for and measurement of certain other debt. (AS 2810.30 and .31) In connection with our review the issuer reevaluated its presentation of the statement of cash flows and concluded that a misstatement existed that had not been previously identified. The issuer corrected this misstatement in a subsequent filing.

The firm did not identify and evaluate a departure from GAAP related to a related party note payable that was not presented on the face of the balance sheet in accordance with FASB ASC Subtopic 235-10-S99 Notes to Financial Statements — Overall — SEC Materials. (AS 2410.17; AS 2810.30 and .31)

During the year the issuer entered into certain transactions related to convertible debt and warrants. The following deficiencies were identified: · The firm did not identify and evaluate that the method the issuer used to allocate fair value between certain warrants and convertible debt was not in conformity with FASB ASC Topic 470 Debt. (AS 2810.30 and .31) In connection with our review the issuer reevaluated its accounting for these convertible debt and warrant transactions and concluded that misstatements existed that had not been previously identified. The issuer subsequently restated its financial statements to correct these misstatements and the firm revised and reissued its report on the financial statements.