Using the audit report, identify and briefly explain the phrases or words that indicate to the users that the financial statements are not necessarily an exact representation of the results of operations and financial position of a company.

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of EarthWear Company

Opinion on the Financial Statements

We have audited the consolidated balance sheets of EarthWear Clothiers (the Company) as of December 31, 2021 and 2020, and the related consolidated statements of operations, stockholders equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the PCAOB, EarthWear Clothiers internal control over financial reporting as of December 31, 2021, based on the criteria stablished in Internal ControlIntegrated Framework, issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our report on EarthWears internal control over financial reporting, dated February 15, 2022, expresses an unqualified opinion.

Basis for Opinion

These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex audit judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matter	Auditor Response
IT systems and controls
We place a high level of reliance on the Companys IT systems and key internal controls. As a result, a significant proportion of our audit effort was conducted in this area at local, regional, and international levels and at the companys shared service centers. Our focus was on understanding and validating the impacts of key changes being made to the control environment.	We conducted detailed end-to-end walkthroughs of the finance processes, utilizing our understanding from the prior year to reassess the design effectiveness of the key internal controls and to identify changes.
As indicated in EarthWears financial statement disclosures, the Company has continued to devote considerable resources to the development of key business and related IT controls to ensure a robust system of internal control.	We then conducted testing of the operating effectiveness of these controls to obtain evidence that they operated throughout the year. In response to the changes and control enhancements made during the year, we performed the following: reviewed the design of the standard controls to ensure they mitigated the relevant financial reporting risks and testing samples from the periods immediately prior to and post implementation; where systems changed during the year, tested IT general controls and data migration processes; tested the enhanced user access management controls; and tested controls and performed additional substantive procedures of key general ledger account reconciliations and manual journals.

Willis & Adams

Willis & Adams, LLP

We have served as the Companys auditor since 1975.

Boise, Idaho

February 15, 2022