Item 4.01 Change in Registrant's Certifying Accountant
(a) Dismissal of Independent Registered Public Accounting Firm.
On May 27, 2022, the Audit Committee of the Board of Directors of Dolphin
Entertainment, Inc. (the "Company") dismissed BDO USA LLP ("BDO") as the
Company's independent registered public accounting firm.
BDO's reports on the Company's financial statements for the fiscal years ended
December 31, 2021 and 2020 did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope, or
accounting principles. During the Company's two most recent fiscal years ended
December 31, 2021 and 2020 and the subsequent interim period through May 27,
2022, there were:
(i) No "disagreements" (within the meaning of Item 304(a) of Regulation S-K)
with BDO on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of BDO, would have caused it to make reference to
the subject matter of the disagreements in its reports on the consolidated
financial statements of the Company; and
(ii) No "reportable events" (as such term is defined in Item 304(a)(1)(v) of
Regulation S-K) except as previously disclosed in the Company's Form 10-K for
the fiscal year ended December 31, 2021, in which management identified
material weaknesses in internal control over financial reporting relating to
inappropriately designed entity-level controls impacting the control
environment, risk assessment, information and communication, monitoring
activities, and control activities to prevent or detect material misstatements
in the consolidated financial statements.
The Company has provided BDO with a copy of this Form 8-K prior to its filing
with the U.S. Securities and Exchange Commission ("SEC") and requested BDO to
furnish to the Company a letter addressed to the SEC stating that it agrees with
the statements made above. A copy of BDO's letter dated June 3, 2022 is attached
as Exhibit 16.1 to this Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm.
On June 3, 2022, the Audit Committee approved the engagement of Grant Thornton
LLP ("Grant Thornton") as the Company's independent registered public accounting
firm for the fiscal year ending December 31, 2022.
During the two most recent fiscal years ended December 31, 2021 and 2020, and
the subsequent interim periods through June 3, 2022, neither the Company nor
anyone on its behalf consulted Grant Thornton regarding either the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company's
financial statements or any matter that was either the subject of a
"disagreement" (within the meaning of Item 304(a) of Regulation S-K) or a
"reportable event" (as such term is defined in Item 304(a)(1)(v) of Regulation
S-K).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
16.1 Letter from BDO USA LLP, dated June 3, 2022 to the Securities and
Exchange Commission
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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