REMARK HOLDINGS, INC

MARK
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REMARK HOLDINGS, INC. : Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits (form 8-K)

09/04/2020 | 04:17pm

Item 4.01 Changes in Registrant's Certifying Accountant.



Dismissal of Certifying Accountant



On August 31, 2020, Remark Holdings, Inc. ("we", "us" or "our") dismissed Cherry
Bekaert LLP
(the "Former Auditor") as its independent registered public
accounting firm. The Audit Committee of our Board of Directors approved the
dismissal of the Former Auditor and the appointment of our new certifying
accountant.



The Former Auditor's report on our financial statements for each of the
preceding two years neither contained an adverse opinion or a disclaimer of
opinion, nor were the reports qualified or modified as to uncertainty, audit
scope, or accounting principles, except that such reports were qualified as to
an uncertainty regarding our ability to continue as a going concern.



During our two most recent fiscal years and the subsequent interim periods
preceding our dismissal of the Former Auditor, (i) we did not have any
disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to Item 304 of Regulation S-K with the Former Auditor on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of the Former Auditor, would have caused the Former
Auditor to make reference to the subject matter of the disagreement in
connection with its reports on our financial statements for such years, and (ii)
there were no "reportable events" within the meaning of Item 304(a)(1)(v) of
Regulation S-K, except that the Former Auditor's report on the effectiveness of
our internal control over financial reporting as of December 31, 2018 expressed
their opinion that we did not maintain effective internal control over financial
reporting as of December 31, 2018 due to the effect of a material weakness
related to the design and operating effectiveness of our controls over the
review and approval over the preparation of manual journal entries, which
impacted various areas including but not limited to revenue recognition,
accounts payable and accrued expenses, relative to its internal control over
financial reporting, a material weakness related to the design and operating
effectiveness of our internal controls over revenue recognition in China, and
deficiencies related to the adequacy of our monitoring and activity level
controls specific to various business processes in China, including accounts
payable, accrued liabilities, payroll, and fixed assets, which aggregated to a
material weakness. The Audit Committee has discussed these material weaknesses
with the Former Auditor, and we have authorized the Former Auditor to respond
fully to the inquiries of our new certifying accountant concerning such material
weaknesses.



We provided a copy of the disclosures herein as required by Item 304(a) of
Regulation S-K to the Former Auditor on August 31, 2020, and requested that it
furnish us with a letter addressed to the U.S. Securities and Exchange
Commission
stating whether it agrees with the disclosures we make herein. A copy
of the Former Auditor's letter, dated September 4, 2020, is attached as Exhibit
16.1.



Appointment of New Certifying Accountant



Also on August 31, 2020, we engaged Weinberg & Company ("Weinberg") as our
independent registered public accounting firm for the fiscal year ending
December 31, 2020. During our two most recent fiscal years and the subsequent
interim periods preceding the engagement, neither we nor anyone acting on our
behalf consulted Weinberg regarding (i) the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on our consolidated financial statements, and
neither a written report nor oral advice was provided to us that Weinberg
concluded was an important factor considered by us in reaching a decision as to
any accounting, auditing, or financial reporting issue, (ii) any matter that was
subject to a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation
S-K, or (iii) any "reportable event" within the meaning of Item 304(a)(1)(v) of
Regulation S-K.



Item 9.01 Financial Statements and Exhibits.




(d) Exhibits
Exhibit Description
16.1 Letter from Cherry Bekaert LLP.




--------------------------------------------------------------------------------

Signature



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.





Remark Holdings, Inc.

Date: September 4, 2020 By: /s/ Kai-Shing Tao
Name: Kai-Shing Tao
Title: Chief Executive Officer

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