Business Context and Reporting Period
This Form 6-K filing by Tokyo Lifestyle Co., Ltd. (formerly Yoshitsu Co., Ltd.) is dated November 5, 2024. The report discloses a change in the registrant's certifying accountant effective October 25, 2024.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is a disclosure of auditor changes and does not contain financial statement data.
Material Changes
- Accountant Dismissal: The Board of Directors dismissed Marcum Asia CPAs LLP effective October 25, 2024.
- New Engagement: Wei, Wei & Co., LLP was engaged to serve as the independent registered public accounting firm for the fiscal year ending March 31, 2025.
- Audit History: Marcum Asia's reports for fiscal years ended March 31, 2024, and 2023 contained no adverse opinions, disclaimers, or qualifications.
- Disagreements: There were no disagreements with Marcum Asia regarding accounting principles, practices, or audit scope during the two most recent fiscal years or the interim period.
Outlook, Risks, and Contingencies
Reportable Events and Material Weaknesses: The filing identifies specific material weaknesses previously reported by management in the Form 20-F annual reports for fiscal years 2023 and 2024:
- Insufficient in-house personnel in the accounting department with adequate knowledge of U.S. GAAP and SEC reporting rules.
- Inadequate control over IT system logical access security, IT operations, and service organization management.
Consultation with New Auditor: The Company confirms it did not consult Wei, Wei & Co. regarding accounting principles, audit opinions, or any matters subject to disagreement prior to their engagement.
Key Facts for Investor Verification
- Verify the timeline of the auditor transition from Marcum Asia to Wei, Wei & Co.
- Review the Company's remediation plans for the disclosed material weaknesses in accounting personnel and IT controls.
- Confirm the content of Marcum Asia's letter (Exhibit 16.1) regarding their agreement with the Company's disclosure statements.
- Monitor future filings for the first audit report issued by Wei, Wei & Co. for the fiscal year ending March 31, 2025.