8-K - KRFG - Equibles

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 of Report (Date of

earliest event reported): September 23, 2024 (September 23, 2024)

OneSolution Technology Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-56396	13-3784149
(State or other jurisdiction of<br><br> <br>incorporation or organization)	(Commission File Number)	(I.R.S. Employer<br><br> <br>Identification No.)

Unit 1813, 18/F, Fo Tan Industrial Centre

26-28 Au Pui Wan Street

FoTan, Hong Kong

00000

(Address of principal executive offices) (Zip Code)

+852-35858905

(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registeredpursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols(s)	Name of each exchange on which registered
Common	KRFG	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 CertifyingAccountant

Dismissal of J&S Associateand 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 andExhibits.

(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.

| 2 |

| --- |

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.
Date: September 23, 2024	By:	/s/ Wong Nga Yin Polin
		Wong Nga Yin Polin<br><br> <br>Chief Executive Officer, Chief Financial Officer,<br> Secretary and Director

| 3 |

| --- |

Exhibit 16.1

J&S ASSOCIATE PLT<br><br> <br>202206000037<br> (LLP0033395-LCA) & AF002380<br><br> <br>(Registered<br> with PCAOB and MIA)<br><br> <br>B-11-14, Megan<br> Avenue II<br><br> <br>12,Jalan Yap<br> Kwan Seng, 50450, Kuala Lumpur, Malaysia	Tel:<br> +603-4813 9469<br><br> <br>Email<br> : info@jns-associate.com<br><br>Website<br> : jns-associate.com

September 23, 2024

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE: OneSolution Technology Inc. (KRFG)

We resign from our position as the auditor of KRFG effective September 23, 2024.

We have read the statements made by OneSolution Technology Inc. in Item 4.01 of this Form 8-K regarding the change in auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with other statements made in Item 4.01 of this Form 8-K.

Very truly yours,

/s/ J&S Associate PLT

Certified Public Accountants

PCAOB Number: 6743

We have served as the Company’s auditor since 2022.

Kuala Lumpur, Malaysia