Reborn Coffee Inc
For the period ended Dec 31, 2023. Filed Mar 28, 2024.
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FY2023 · Filed Mar 28, 2024
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Item 14. Principal Accounting Fees and Services
Prior Audit Firm
Kreit & Chiu CPA LLP (“K&C”) (formerly known as Paris, Kreit & Chiu CPA LLP) served as our independent registered public accounting firm from 2020 to May 1, 2023. At such time, we amicably terminated the engagement of K&C, and such termination was approved by our Board of Directors and Audit Committee. The reports of K&C on our financial statements as of and for the fiscal years ended December 31, 2022 and 2021 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, with the exception of providing a qualification as to our ability to continue as a going concern. During our two most recent fiscal years and the subsequent interim period through May 1, 2023, there were no disagreements with K&C on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of K&C, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. During our two most recent fiscal years and the subsequent interim period through May 1, 2023, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.
Current Audit Firm
We have appointed BF Borgers CPA PC (“BFB”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023. BFB has served as our independent registered public accounting firm since May 1, 2023.
Fees Billed to the Company in fiscal year 2023 and 2022
The following table sets forth the fees billed to us by our former principal auditor, K&C, for professional services rendered during the fiscal years ended December 31, 2022 and our current principal auditor, BFB, for professional services rendered during the fiscal years ended December 31, 2023:
| 31-Dec-23 | 31-Dec-22 | |
|---|---|---|
| Audit fees(1) | $85,000 | $60,000 |
| Audit related fees(2) | — | — |
| Tax fees(3) | — | — |
| All other fees | — | — |
| Total fees | $85,000 | $60,000 |
| (1) | Audit Fees — Audit fees consist of fees billed for the audit of our annual financial statements and the review of the interim consolidated financial statements. |
| (2) | Audit-Related Fees — These consisted principally of the aggregate fees related to audits that are not included Audit Fees. |
| (3) | Tax Fees — Tax fees consist of aggregate fees for tax compliance and tax advice, including the review and preparation of our various jurisdictions’ income tax returns. |
Pre-Approval Policies and Procedures
The Audit Committee has the authority to appoint or replace our independent registered public accounting firm (subject, if applicable, to stockholder ratification). The Audit Committee is also responsible for the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent registered public accounting firm was engaged by, and reports directly to, the Audit Committee.
The Audit Committee pre-approves all audit services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act and Rule 2-01(c)(7)(i)(C) of Regulation S-X, provided that all such excepted services are subsequently approved prior to the completion of the audit. We have complied with the procedures set forth above, and the Audit Committee has otherwise complied with the provisions of its charter.
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