03/12/2026 | Press release | Distributed by Public on 03/12/2026 08:29
ITEM 4.01. Changes in Registrant's Certifying Accountant.
On February 27, 2026, FRUCI & ASSOCIATES, PS was dismissed as the Company's independent registered public accounting firm.
The reports of FRUCI & ASSOCIATES, PS on the Company's consolidated financial statements for the two fiscal years ended April 30, 2025 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. However, the reports for these periods did contain an explanatory paragraph concerning the Company's potential inability to continue as a going concern.
During the two fiscal years ended April 30, 2025 and through March 9, 2026, there have been no "disagreements" (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with FRUCI & ASSOCIATES, PS 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 FRUCI & ASSOCIATES, PS would have caused FRUCI & ASSOCIATES, PS to make reference thereto in its reports on the consolidated financial statements for such years. During the two fiscal years ended April 30, 2024 through May 20, 2025, there have been no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided FRUCI & ASSOCIATES, PS with a copy of the disclosure it is making herein and requested that FRUCI & ASSOCIATES, PS furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the "SEC"), stating whether or not FRUCI & ASSOCIATES, PS agrees with the statements related to them made by the Company in this report. FRUCI & ASSOCIATES, PS' letter to the SEC is filed as an Exhibit to this report.
On February 27, 2026 the Board of Directors approved the appointment of PG Accountants LLC ("PG") as the Company's new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal year ending April 30, 2026. During the two fiscal years ended April 30, 2025 and through February 27, 2026, neither the Company, nor anyone on its behalf, consulted PG regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by PG that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).