04/07/2026 | Press release | Distributed by Public on 04/07/2026 14:30
Item 4.01 Change in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
Effective as of April 1, 2026, Flywheel Advanced Technology, Inc., a Nevada corporation (the "Company), dismissed BCRG Group ("BCRG") as its independent registered public accounting firm. The decision to change independent registered public accounting firms was made with the recommendation and approval of the Company's board of directors (the "Board"). BCRG's audit reports on the Company's consolidated financial statements as of and for the fiscal years ended September 30, 2025 and September 30, 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles.
During the fiscal years ended September 30, 2025 and September 30, 2024, and the subsequent interim period through March 31, 2026, there were no (i) disagreements, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the related instructions thereto, between the Company and BCRG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to BCRG's satisfaction, would have caused BCRG to make reference to such disagreements in its audit reports; and(ii) no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act), except that the Company identified material weaknesses in its internal control over financial reporting as of and for the year ended September 30, 2025, as disclosed in Part II, Item 9A, Controls and Procedures, of the Company's Annual Report on Form 10-K for the year ended September 30, 2025, filed with the Securities and Exchange Commission (the "SEC") on January 13, 2026, specifically that such material weaknesses are stemming from control deficiencies relating to (i) not having an independent board of directors or an audit committee; (ii) not having written documentation of its internal control policies and procedures; and (iii) handling of all of the Company's financial reporting by a financial consultant.
In accordance with Item 304(a)(3) of Regulation S-K, the Company provided BCRG with a copy of this Current Report on Form 8-K and requested that BCRG furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating whether BCRG agrees with the statements of the Company in response to this Item 4.01 and, if not, stating the respects in which it does not agree. A copy of the letter from BCRG is attached hereto as Exhibit 16.1.
(b) Engagement of New Independent Registered Public Accounting Firm
On April 1, 2026, the Board approved the engagement of WSJ And Partners ("WSJ"), effective immediately upon dismissal of BCRG, as the Company's independent registered public accounting firm, beginning with the review of the Company's financial statements for the quarter ending March 31, 2026, and including the audit of the Company's consolidated financial statements for the year ending September 30, 2026.
During the fiscal years ended September 30, 2025 and September 30, 2024, and the subsequent interim period through March 31, 2026, neither the Company nor anyone on its behalf has consulted with WSJ regarding either (a) 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 financial statements, and neither a written report was provided nor oral advice was provided to the Company that WSJ concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph 304(a)(1)(v)) of Regulation S-K).