8-K
Cyber Enviro-Tech, Inc. (CETI)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the
Securities Exchange
Act of 1934
Date ofReport (Date of earliest event reported): August12, 2024
Cyber Enviro-Tech, Inc.
Exact name of Registrant
as Specified in its Charter
| Wyoming | 333-267560 | 86-3601702 |
|---|---|---|
| State or Other Jurisdiction<br> of Incorporation | Commission File Number | IRS Employer Identification<br> Number |
6991E. Camelback Road, Suite D-300
Scottsdale**, Arizona**
85251
Address of Principal
Executive Offices, Including Zip Code
307-200-2803
Registrant's Telephone
Number, Including Area Code
Not applicable
Former name or former
address, if changed since last report
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:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock | CETI | OTCM |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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<br> 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 Changes in Registrant’s Certifying Accountant.
The Company has been advised that Accell Audit and Compliance, P.A. (“Accell”) is ceasing to provide PCAOB audit services. It is our understanding that certain of the audit principals of Accell are now a part of Astra Audit and Advisory, LLP, and as such we are making this change in auditors to accommodate their transition. Accell issued the auditor’s report on the Company’s financial statements for the years ended December 31, 2023 and 2022.
Other than an explanatory paragraph included in Accell’s audit report for the Company’s fiscal years ended December 31, 2023 and 2022 relating to the uncertainty of the Company’s ability to continue as a going concern, the audit reports of Accell on the Company’s financial statements for the fiscal years ended December 31, 2023 and 2022 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.
During the Company’s fiscal years ended December 31, 2023 and 2022 and any subsequent interim period through August 12, 2024, the date of the dismissal of Accell, there were no disagreements with Accell on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Accell’s satisfaction, would have caused Accell to make reference to the subject matter of the disagreements in connection with their report on the Company’s consolidated financial statements for such years; and there were not reportable events, as listed in Item 304(a)(l)(v) of Regulation S-K.
The Company provided Accell with a copy of the disclosure contained in this Form 8-K and requested in writing that Accell furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with such disclosures. Accell provided a letter, dated August 12, 2024, stating its agreement with such statements, which is attached as Exhibit 16.1 to this Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm.
Effective August 12, 2024, the Board of Directors of the Company approved the appointment of Astra Audit & Advisory LLC., as its independent registered public accountant for the quarters ending June and September of 2024 and the year ended December 31, 2024. During the Company’s most recent fiscal years ended December 31, 2023 and 2022 and subsequent interim periods through the date of appointment, neither the Company nor anyone acting on its behalf has consulted with Astra Audit & Advisory LLC with respect to: (i) 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, or (ii) any other matter or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 16.1 | Auditor transition letter from Acell |
| 104 | Cover Page Interactive Data File<br> (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURE
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.
| CYBER ENVIRO-TECH, INC. | ||
|---|---|---|
| By: | /s/ Kim D. Southworth | |
| Date: August 13,<br> 2024 | Name: | Kim D. Southworth,<br><br> <br>Chief<br> Executive Officer |
EXHIBIT 16.1
August 12, 2024
Securities and Exchange Commission
100 F Street N. W.
Washington, DC 20549-7561
Re: Cyber Enviro – Tech, Inc.
Commission File Number 333-267560
We have read the statements being made by Cyber Enviro – Tech, Inc. relating to the events described under Item 4.01 of its Form 8-K dated August 13, 2024, and we agree with such statements as they pertain to our firm.
We hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K.
Sincerely,
/s/ Accell Audit & Compliance, P.A.