SDR Drone, Inc 8-K, filed Mar 13, 2024
SDR Drone, Inc. (SDCO)
About this 8-K
SDR Drone, Inc filed this 8-K on March 13, 2024, reporting on events of March 12, 2023.
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
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ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
Previous Independent Accountants
On March 12, 2024, our Board of Directors received formal notice that our independent auditors, JLKZ CPA LLC (“JLKZ”), had made the decision to resign as our independent accountants effective March 12, 2024. On March 12, 2024, the Board of Directors voted unanimously to accept the resignation.
JLKZ audited the financial statements of the Company for the two years ended December 31, 2022. The report of JLKZ on such financial statements, dated April 13, 2023, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
For the past two fiscal years and subsequent interim periods though the date of resignation, there have been no disagreements with the former accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of JLKZ CPA LLC, would have caused them to make reference thereto in their report on the financial statements.
During the two most recent fiscal years and the interim period to the date of their resignation, there have been no reportable events, as that term is defined in Item 304(a)(1)(v) of Regulation S-B.
During the Company’s two most recent fiscal years, and since then, JLKZ has not advised the Company that any of the following exist or are applicable:
| (1) | That the internal controls necessary for the Company to develop reliable financial statements do not exist, that information has come to their attention that has led them to no longer be able to rely on management’s representations, or that has made them unwilling to be associated with the financial statements prepared by management. | |
| (2) | That the Company needs to expand significantly the scope of its audit, or that information has come to their attention that if further investigated may materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements or any other financial presentation, or cause them to be unwilling to rely on management’s representations or be associated with the Company’s financial statements for the foregoing reasons or any other reason, or | |
| (3) | That they have advised the Company that information has come to their attention that they have concluded materially impacts the fairness or reliability of either a previously issued audit report or the underlying financial statements for the foregoing reasons or any other reason. |
We have provided JLKZ a copy of the disclosure made in response to this Item 4.01 and have requested that JLKZ provide a letter addressed to the Securities & Exchange Commission confirming their agreement with the disclosure contained herein. Pursuant to our request, JLKZ has provided the letter attached hereto as Exhibit 16.1.
New Independent Accountants
On March 12, 2024, OLAYINKA OYEBOLA & CO (“OOC”), Certified Public Accountants of Houston, Texas, were appointed by the Company to audit our financial statements for the year ended December 31, 2023. During our two most recent fiscal years and the subsequent interim periods preceding their appointment as independent accountants, neither the Company nor anyone on its behalf consulted OOC regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered of the Company’s consolidated financial statements, nor has OOC provided to the Company a written report or oral advice regarding such principles or audit opinion.
ITEM 9.01 Financial Statements and Exhibits.
| (c) | Exhibits. |
| Exhibit 16.1 | Letter to SEC from JLKZ CPA LLP dated March 12, 2024. | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 thereunto duly authorized.
| /s/ John D. Murphy, Jr. | |
| Director, Chief Executive Officer, | |
| March 12, 2024 |
| /s/ Paul Strickland | |
| Director, Secretary Chief Financial Officer | |
| March 12, 2024 |
Exhibit 16.1
JLKZ CPA LLP
39-01 Main St Ste 501
Flushing, NY 11354
March 12, 2024
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561
RE: Hallmark Venture Group, Inc.
We have read Item 4.01 included in the Form 8-K of Hallmark Venture Group, Inc.. (the “Company”) dated Mrach 12, 2024 to be filed with the Securities and Exchange Commission. We agree with the statements contained in the paragraphs concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of the Company contained therein.
| /s/ JLKZ CPA LLP | |
| JLKZ CPA LLP |