UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): September 23, 2024 (
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
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(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols(s) | Name of each exchange on which registered |
| NA |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.01 Change in Registrant’s Certifying Accountant
Dismissal of J&S Associate and Engagement of Olayinka Oyebola & Co.
On September 23, 2024, the Board of Directors of OneSolution Technology Inc., a Delaware corporation (“we” or “us”), approved the resignation of J&S Associate PLT (“J&S”) as our independent registered public accountant, effective immediately. Except as noted in the paragraph immediately below, the reports of J&S on the Company’s consolidated financial statements for the years ended March 31, 2024 and 2023, did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.
The reports of J&S on the Company’s consolidated financial statements as of and for the years ended March 31, 2024, and 2023, contained explanatory paragraphs which noted that the Company suffered from an suffered a working capital deficit of $ $3,045,587 and net loss of $1,507,469, which raised doubt about its ability to continue as a going concern.
During the years ended March 31, 2024, and 2023, the Company has not had any disagreements with J&S on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to J&S’ satisfaction, would have caused them to make reference thereto in their reports on the Company’s consolidated financial statements for such periods.
During the years ended March 31, 2024, and 2023, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
We have requested that J&S furnish us with a letter addressed to the Commission stating whether it agrees with the above statements. A copy of this letter is included herewith as Exhibit 16.1.
Concurrently therewith, we retained the firm of Olayinka Oyebola & Co. (“Olayinka”), to audit our consolidated financial statements for our fiscal year ending March 31, 2025.
During the fiscal years ended March 31, 2024, and 2023, and through the date of this Form 8-K, neither the Company nor anyone acting on its behalf consulted Olayinka 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 Olayinka 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, (2) any matter that was either the subject of a disagreement with J&S on accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of J&S, would have caused J&S to make reference to the matter in their report, or a “reportable event” as described in Item 304(a)(1)(v) of Regulation S-K of the SEC’s rules and regulations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 16.1 | Consent of J&S* | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). |
*Filed herewith.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OneSolution Technology Inc. | |||
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| Date: September 23, 2024 | By: | /s/ Wong Nga Yin Polin | |
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Wong Nga Yin Polin Chief Executive Officer, Chief Financial Officer, Secretary and Director |
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