AI Technology Group Inc 8-K, filed Oct 2, 2026
AI Technology Group Inc. (AIPG)
About this 8-K
AI Technology Group Inc filed this 8-K on October 2, 2026.
Items reported
- Item 4.01: Change of auditor
- Item 9.01: Financial statements and exhibits
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
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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:
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).
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Item 4.01. Changes in Registrant's Certifying Accountant.
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On May 7, 2026, the Board of Directors requested that Michael Gillespie & Associates, PLLC (“Gillespie & Associates”) resign as the Company’s independent registered public accounting firm. Gillespie & Associates subsequently tendered its resignation on the same date.
Gillespie & Associates’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and December 31, 2024 did not contain any adverse opinions or disclaimers of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, other than an explanatory paragraph regarding going concern.
During the fiscal years ended December 31, 2023 and December 31, 2024, and the subsequent interim periods through to September 30, 2025, there were (i) no disagreements between the Company and Gillespie & Associates 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 Gillespie & Associates, would have caused Gillespie & Associates to make reference to the subject matter of the disagreement in their reports on the Company's consolidated financial statements for such years, and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
However, during the period subsequent to September 30, 2025, Gillespie & Associates commenced preliminary audit procedures in connection with the Company’s financial statements for the year ended December 31, 2025. In connection with those procedures, Gillespie & Associates received preliminary accounting records and working papers and raised questions and requested additional documentation regarding the accounting treatment of the agreement dated December 15, 2025 between the Company, Biomed 360 Solutions Corp. (“Biomed”) and AVM Biotechnology Inc. (“AVM Nevada”), pursuant to which the Company acquired 100% of the issued and outstanding shares of AVM Nevada from Biomed, including the accounting treatment of certain loans of AVM Nevada. At the time such questions were raised, management’s accounting assessment of the transaction was preliminary and had not been finalized. The engagement with Gillespie & Associates was terminated before management completed and provided its updated accounting analysis and supporting documentation to Gillespie & Associates. Accordingly, Gillespie & Associates did not complete its audit of the Company’s financial statements for the year ended December 31, 2025 and did not issue an audit report or express an opinion with respect to those financial statements.
The Company requested that Gillespie & Associates furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of Gillespie & Associates's letter, dated September 22, 2026, is attached hereto as Exhibit 16.1.
(b) Engagement of New Independent Accountant
On August 31, 2026, upon the recommendation of the Company’s board, the Company finalized its engagement with Fruci & Associates II, PLLC (“ Fruci”) Spokane, Washington. As its new independent registered public accounting firm effective immediately. Fruci, will audit the Company’s financial statements for the fiscal year ending December 31, 2025 and will conduct reviews of the Company’s unaudited quarterly financial statements required on an ongoing basis.
The Company nor anyone on its behalf consulted with Fruci with respect to (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 financial statements, and neither a written report was provided to the Company nor oral advice was provided that Fruci concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue or (2) any matter that was either 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 described in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
| Description of Exhibit | |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: October 2, 2026 | By: | /s/ Marcus Johnson | |
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| Marcus Johnson |
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| Chief Executive Officer | |
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EXHIBIT 16.1
MICHAEL GILLESPIE & ASSOCIATES, PLLC
September 22, 2026
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: AI Technology Group Inc.
Form 8-K Item 4.01 and Exhibit 16.1
Ladies and Gentlemen:
We have read the statements made by AI Technology Group Inc. (the “Company”) under Item 4.01 of the Form 8-K that the Company provided to us and proposes to file with the Securities and Exchange Commission. We agree with the statements concerning our audit reports for the years ended December 31, 2023 and December 31, 2024, including the reference to the explanatory paragraphs regarding the Company’s ability to continue as a going concern.
We do not agree with the Company’s statement that there were no disagreements or reportable events during the applicable period. The disclosure limits that representation to the period through September 30, 2025. Under Item 304 of Regulation S-K, the applicable subsequent interim period extends through May 7, 2026, the date of our resignation.
During our preliminary audit procedures for the year ended December 31, 2025, we advised the Company that matters arising from the December 15, 2025 agreement involving the Company, Biomed 360 Solutions Corp. and AVM Biotechnology Inc. required additional supporting documentation, further investigation and expanded audit procedures. The matters included the accounting for the acquisition and related loans and advances; transactions and balances involving officers and related parties; the potential legal and regulatory implications of extensions of credit; the proposed recharacterization of certain advances as compensation; the authorization, business purpose, accounting and disclosure of the transactions; and the sufficiency and reliability of the information and representations provided to us.
These matters were not resolved to our satisfaction before our resignation, and we did not complete the additional investigation or expanded procedures before the engagement ended. Accordingly, we do not agree with any implication that no disagreement or reportable event existed through the date of our resignation or that the unresolved matters were limited to management’s incomplete accounting analysis.
We are not in a position to agree or disagree with the Company’s statements concerning the engagement of Fruci & Associates II, PLLC or whether the Company or anyone acting on its behalf consulted with Fruci & Associates II, PLLC.
Very truly yours,
MICHAEL GILLESPIE & ASSOCIATES, PLLC
By: /S/ Michael Gillespie
Michael Gillespie, CPA
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