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ALLIED ESPORTS ENTERTAINMENT, INC. : Modifications in Registrant’s Certifying Accountant, Monetary Statements and Displays (kind 8-Okay)

Merchandise 4.01 Modifications in Registrant’s Certifying Accountant.

Dismissal of Impartial Registered Public Accounting Agency.

On November 22, 2022, Allied Esports Leisure, Inc. (the “Firm”) dismissed Marcum LLP (“Marcum”) because the Firm’s unbiased registered public accounting agency in reference to auditing the Firm’s monetary statements for fiscal yr 2022. The dismissal of Marcum was accepted by the Firm’s
Audit Committee on November 18, 2022.

The stories of Marcum on the Firm’s audited consolidated monetary statements for the 2 most up-to-date fiscal years ended December 31, 2021 and 2020 (the “Marcum Studies”) didn’t comprise an adversarial opinion or a disclaimer of opinion, nor had been they certified or modified as to uncertainty, audit scope, or accounting rules. The Marcum Report included within the Firm’s Annual Report on Kind 10-Okay for the fiscal yr, nonetheless, included an explanatory paragraph associated to the substantial doubt concerning the Firm’s capacity to proceed as a going concern. Through the Firm’s two most up-to-date fiscal years ended December 31, 2021 and 2020, and in the course of the subsequent interim interval previous Marcum’s dismissal, there have been no disagreements with Marcum on any matter of accounting rules or practices, monetary assertion disclosures, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have brought on Marcum to make reference to the subject material of the disagreements in reference to the Marcum Studies.

In reference to the preparation of the Firm’s Annual Report on Kind 10-Okay for the fiscal yr ending December 31, 2021and the Quarterly Studies on Kind 10-Q for the fiscal quarters ending March 31, 2022, June 30, 2022 and September 30, 2022 (collectively, the “Studies”), Marcum suggested the Firm of the next classes of deficiencies that represent materials weaknesses within the Firm’s inner controls over monetary reporting, all of which had been beforehand disclosed by the Firm within the relevant Studies:

1. Insufficient inner controls over the well timed preparation and submitting of the

consolidated monetary statements, insufficient controls over the accounting for

advanced monetary devices (similar to warrants), and premature annual closing

of the books;

2. insufficient controls and procedures as they relate to completeness of

data reported by sure third events that course of transactions

associated to particular income streams;

3. insufficient segregation of duties ensuing from restricted accounting workers and

sources;

4. insufficient data know-how common controls because it pertains to consumer

entry and alter administration; and

5. Insufficient assessment of schedules used to file depreciation/amortization

   and stock-based compensation schedules.



Marcum mentioned the foregoing materials weaknesses with the Audit Committee of the Board of Administrators of the Firm on the time every materials weaknesses was decided to exist. The Firm licensed Marcum to reply totally to the inquiries by the successor unbiased registered public accounting agency regarding these materials weaknesses.



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The Firm beforehand remediated deficiency gadgets 1 and a pair of above. Administration has begun to take motion, together with the engagement of further accounting personnel and compliance sources, to deal with the remaining materials weaknesses. However the fabric weaknesses in inner management over monetary reporting described above, the Firm’s administration has concluded that its condensed consolidated monetary statements included within the Studies pretty said in all materials respects in accordance with accounting rules typically accepted in United States of America.

The Firm supplied Marcum with a replica of this Present Report on Kind 8-Okay previous to its submitting with the Securities and Change Fee (the “SEC”) and requested that Marcum furnish the Firm with a letter addressed to the sec
stating whether or not or not Marcum agrees with the above statements. A replica of the letter from Marcum dated November 22, 2022 is filed as Exhibit 16.1 to this Present Report on Kind 8-Okay.

Engagement of New Impartial Registered Public Accounting Agency.

On November 21, 2022the Firm’s Audit Committee accepted the engagement of
ZH CPA, LLC (“ZH”) because the Firm’s new unbiased registered public accounting agency to audit the Firm’s monetary statements commencing fiscal yr 2022, topic to ZH’s completion of its customary consumer acceptance procedures.

Through the years ended December 31, 2021 and 2020 and thru November 22, 2022neither the Firm nor anybody on its behalf consulted ZH relating to (i) the applying of accounting rules to a particular accomplished or contemplated transaction, (ii) the kind of audit opinion that is likely to be rendered on the Firm’s monetary statements, or (iii) any matter that was the topic of a disagreement or occasion recognized in response to Merchandise 304(a)(1) of Regulation SK (there being none).

Merchandise 9.01 Monetary Statements and Displays.




(d) Displays.



Exhibit No.   Description
16.1            Letter from Marcum LLP dated November 22, 2022
104           Cowl Web page Interactive Knowledge File (embedded throughout the Inline XBRL doc)




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