8-K
Awareness Group, Inc. (TAAG)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuantto Section 13 OR 15(d) of The Securities Exchange Act of 1934
December8, 2021
Date of Report (Date of earliest event reported)
000-52952
Commission File Number
| FREEDOM HOLDINGS, INC. | |
|---|---|
| (Exact<br> name of registrant as specified in its charter) | |
| Maryland | 56-2560951 |
| --- | --- |
| (State<br> or other jurisdiction <br><br>of incorporation or organization) | (IRS<br> Employer <br><br>Identification No.) |
| 6461 N 100 E, Ossian, Indiana | 46777 |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
(260)490-9990(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
| ☐ | 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: None
| Title<br> of each class | Trading<br><br> <br>Symbol(s) | Name<br> of each exchange on which registered |
|---|
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. ☐
ITEM4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
NewIndependent Accountants
Effective December 8. 2021, Olayinka Oyebola Co.(“OOC”) was dismissed as the independent registered public accounting firm of Freedom Holdings Inc. (the “Company”). The Company’s Board of Directors approved the dismissal of OOC.
OOC’s reports on the Company’s financial statements for the years ended September 30, 2020, and 2019, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
Effective December 8, 2021, our Board of Directors appointed BF Borgers, CPA PC (“Borgers”), as our independent registered public accounting firm, to audit our financial statements for the year ended December 31, 2021 (the “Appointment”).
During our two most recent fiscal years and the subsequent interim periods, preceding the Appointment, neither we nor anyone on our behalf consulted Borgers 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 our financial statements, nor has Borgers provided to us with a written report or oral advice regarding such principles or audit opinion.
The Company provided OOC with a copy of the foregoing disclosures and requested OOC to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not OOC agrees with the disclosures. The Company will file a copy of OOCs letter as Exhibit 16.1 via amendment to this Current Report on Form 8-K
ITEM9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit<br><br> <br>No. | Description |
|---|---|
| 16.1 | Olayinka<br> Oyebola Co letter of acknowledgment |
| 99.1 | 12/27/2021<br> Press Release |
| 104 | Cover<br> 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 hereunto duly authorized.
| Dated:<br> December 10, 2021 | By: | /s/ Brian Kistler |
|---|---|---|
| Brian<br> Kistler | ||
| Chief<br> Executive Officer |
Exhibit 16.1
Office of the Chief Accountant
Securities and Exchange Commission
100F Street, NE
Washington, D.C. 20549
Dear Sir/Madam:
We have read the statements made by Freedom Holding, Inc. (the Company), which were provided to us and which we understand will be filed with the Commission pursuant to Item 4.01 of its Form 8-K, regarding our dismissal as their certifying accountant. We agree with the statements concerning our firm in such Current Report on Form 8-K. We have no basis to agree or disagree with other statements made under Item 4.01.
We hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K.
Very truly yours,
For: Olayinka Oyebola & Co.
/s/Olayinka Oyebola & Co
Yinka Oyebola
Exhibit99.1
FREEDOM HOLDINGS ANNOUNCES CHANGE IN AUDITORS.
BF BORGERS CPA PC APPOINTED AS NEW INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ossian, IN, December 8, 2021, Freedom Holdings, Inc. (PINK: FHLD) (“FHLD” or the “Company”), is pleased to announce it has engaged the independent auditing firm BF Borgers CPA PC (“Borgers”) as its PCAOB audit firm moving forward.
Brian Kistler, CEO, FHLD stated,” I would like to thank OLAYINKA OYEBOLA & CO for the work that was performed. This change of audit firms was not due to any disagreements with Olayinka Oyebola & Co regarding any matter of accounting principles or practices, financial statement disclosures, audit scope, or audit procedure.
We have been in substantive discussions with major financial services company and in preparation of this anticipated acquisition I felt it necessary to increase our access to a different audit firm who has also been engaged by the acquisition target in its anticipated entry into the public markets. Regarding the anticipated acquisition, I will be announcing the execution of a Binding Letter of Intent, once signed, in the very near future. If the transaction is consummated it will mean a whole new life and future for Freedom.
About BF Borgers CPA PC
Borgers is a full-service, PCAOB (Public Company Accounting Oversight Board)-certified public accounting firm, providing audit, tax, and consulting services. For more information, visit www.bfbcpa.us.
ABOUTFREEDOM HOLDINGS, INC.
Freedom Holdings, Inc. is a holding company focusing on identifying opportunities in the financial services sector. The Company’s objective is to acquire undervalued assets and initiate operations in underserved niches. Once established within the FHLD portfolio, the Holding Company will provide the support necessary to maximize its subsidiaries’ business opportunities.
FORWARD-LOOKINGSTATEMENT
This press release contains certain “forward-looking” statements, as defined in the United States Private Securities Litigation Reform Act of 1995, involving many risks and uncertainties. Statements, which are not historical facts, are forward-looking statements. Factors such as the development of general economic conditions, future market conditions, unusual catastrophic loss events, changes in the capital markets, and other circumstances may cause the actual events or results to be materially different from those anticipated by such statements. The Company does not make any representation or warranty, express or implied, regarding the accuracy, completeness, or updated status of such forward-looking statements or information provided by the third-party. Therefore, in no case whatsoever will Company and its affiliate companies be liable to anyone for any decision made or action taken in conjunction with the information and statements in this press release or any related damages.
CompanyContactBrian Kistler
260-490-9990