Business Context and Reporting Period
This filing is an Amendment No. 1 (Form 6-K/A) to a report originally filed on February 14, 2023, submitted by Infobird Co., Ltd. on February 23, 2023. Infobird is a China-based software-as-a-service (SaaS) provider offering AI-powered customer engagement solutions. The amendment provides additional disclosure regarding the dismissal of the company's independent registered public accounting firm and the appointment of a successor.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and accounting firm changes rather than financial performance data.
Material Changes
- Accounting Firm Dismissal: On February 13, 2023, the company dismissed Marcum Asia CPAs LLP effective immediately.
- New Appointment: WWC, P.C. Certified Public Accountants was appointed as the new independent registered public accounting firm for the audit of consolidated financial statements as of December 31, 2022, and for fiscal year 2022.
- Historical Context: Prior to Marcum Asia, Friedman served as the auditor for fiscal years 2020 and 2021. Marcum Asia served from October 27, 2022, until February 13, 2023, but did not issue any audit reports during that period.
Management Commentary, Risks, and Contingencies
Disagreements and Reportable Events: The company reported no disagreements with Marcum Asia regarding accounting principles or auditing scope. However, the previous auditor, Friedman, identified eight material weaknesses in internal control over financial reporting during FY 2020 and FY 2021.
Identified Material Weaknesses:
- Lack of accounting staff with appropriate knowledge of U.S. GAAP and SEC reporting requirements.
- Deficiencies in IT policies and procedures, including third-party vendor management, backup and recovery, user account management, segregation of duties, access monitoring, password management, and vulnerability assessment.
Remediation Plan: Management is actively remediating these weaknesses through hiring qualified personnel, developing systematic IT policy manuals, conducting internal evaluations and security training, establishing third-party qualification assessments, and enforcing stricter system security and permission controls.
Investor Verification Checklist
- Verify the status of the audit for the fiscal year ended December 31, 2022, now assigned to WWC, P.C.
- Confirm the progress of remediation efforts regarding the eight material weaknesses in internal controls identified by the former auditor, Friedman.
- Review the letter from Marcum Asia CPAs LLP (Exhibit 99.1) to ensure they agree with the company's disclosures regarding the dismissal.
- Monitor future filings for the issuance of the 2022 audit report by the new accounting firm.