Item 4.01 Change in Registrant's Certifying Accountant
On March 9, 2023, the Board of Directors (the "Board") of Zeuus, Inc. (the
"Company") dismissed BF Borgers CPA PC ("Borgers"), as the Company's independent
registered public accounting firm, effective immediately. During the fiscal
years ended September 30, 2022 and 2021, Borgers audit reports on the Company's
financial statements did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles. During the fiscal years ended September 30, 2022 and 2021
and the subsequent period through the date of this Current Report on Form 8-K,
(i) there were no disagreements between the Company and Borgers on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedures, which disagreements, if not resolved to Borgers
satisfaction, would have caused Borgers to make reference in connection with
Borgers report to the subject matter of the disagreement; and (ii) there were no
"reportable events" as the term is described in Item 304(a)(1)(v) of Regulation
S-K, except for the disclosure of material weaknesses in the Company's internal
controls over financial reporting as disclosed in Part II, Item 9A of the
Company's Form 10-K for the year ended September 30, 2022.
The Company provided Borgers with a copy of the disclosures that the Company is
making in response to Item 4.01 on this Current Report on Form 8-K, and
requested that Borgers furnish it with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the above statements. The
letter from Borgers, dated March 10, 2023, is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
On March 9, 2023, the Committee approved the engagement of Fruci & Associates
II, PLLC ("Fruci") as the Company's new independent registered public accounting
firm, effective immediately. During the fiscal years ended September 30, 2022
and 2021, and through the date of this Current Report on Form 8-K, neither the
Company nor anyone acting on its behalf consulted Fruci with respect to (i) the
application of accounting principles to a specified transaction, either
completed or proposed, nor the type of audit opinion that might be rendered on
the Company's financial statements, and neither a written report was provided to
the Company nor oral advice provided that Fruci concluded 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 or a "reportable event" as described in Items 304(a)(1)(iv)
and (v), respectively, of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number Description
16.1 Letter to Securities and Exchange Commission from BF Borgers CPA PC
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