01/20/2026 | Press release | Distributed by Public on 01/20/2026 07:44
Item 4.01 - Changes in Registrant's Certifying Accountant.
The Company had a change in its independent accountant.
On December 30, 2025, the Company was notified that its independent auditor, Hudgens CPA, PLLC ( "Hudgens") had ceased operations. Consequently, Hudgens de facto resigned as the Company's independent registered accounting firm effective on that date.
Hudgens' reports on the Company's financial statements for the fiscal years ended September 30, 2024 and September 30, 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to accounting principles or practices, financial statement disclosures or auditing scope or procedures, except that such reports contained an explanatory paragraph regarding the Company's ability to continue as a going concern. Hudgens indicated that balance sheets and the related statements of operations, stockholders' deficit, and cash flows for each of the years in the two-year period then ended and the related notes (collectively referred to as the financial statements present fairly, in all material respects, the financial position of the Company and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2024, in conformity with accounting principles generally accepted in the United States of America.
Hudgen's report indicated that the financial statements have been prepared, assuming that the Company will continue as a going concern. As discussed in a footnote to the financial statements, the Company has a working capital deficit, has generated net losses since its inception and further losses are anticipated, the Company requires additional funds to meet its obligations and the costs of its operations, and these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
During the Company's two most recent fiscal years ended September 30, 2025 and 2024 and the subsequent interim period through December 30, 2025, there were:
(i) No "disagreements" (within the meaning of Item 304(a) of Regulation S-K) with Hudgens on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Hudgens, would have caused it to make reference to the subject matter of the disagreements in its reports on the consolidated financial statements of the Company; and
(ii) No "reportable events" (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided Hudgens with a copy of this Form 8-K. As required by Item 304(a)(3) of Regulation S-K, the Company requested that Hudgens provide a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made in this Current Report on Form 8-K and, if not, stating the respects in which it does not agree. The Company provided Hudgens with a copy of this Form 8-K and made such request on January 14, 2026. As of the date of this filing, Hudgens has not furnished the requested letter to the Company.
On December 31, 2025, the Company engaged L J Soldinger Associates, LLC ("Soldinger") as its independent registered public accounting firm.
During the fiscal years ended September 30, 2025 and 2024, and through the effective date of Soldinger's engagement, neither the Company nor anyone acting on its behalf consulted Soldinger regarding (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and Soldinger did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (2) any matter that was either the subject of a disagreement (as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) on accounting principles or practices, financial statement disclosure or auditing scope or procedures or a "reportable event" (as described in Item 304(a)(1)(v) of Regulation S-K). The resignation of Hudgens and the engagement of Soldinger were approved by the Board of Directors on December 31, 2025.