8-K/A
World Scan Project, Inc. (WDSP)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K/A
AMENDMENTNO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 19, 2025
WorldScan Project, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-56208 | 35-2677532 |
|---|---|---|
| (State or other jurisdiction of incorporation<br><br> <br>or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2-18-23,Nishiwaseda
Shinjuku-Ku,Tokyo, Japan
(Address of principal executive offices)
81-3-6670-1692
(Registrant’s telephone number, including area code)
________________________________________________
(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 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)) |
“We”, “Us”, “Our”, “WDSP” and or “The Company” refer to World Scan Project, Inc.
Explanatory Note: On May 27, 2025, the Company filed a Current Report on Form 8-K to disclose the dismissal of its former independent registered public accounting firm, Mercurius & Associates LLP. At the time of filing, Exhibit 16.1 - the former auditor’s letter regarding the disclosures in the Form 8-K - was not available and therefore was not included. The Company has since received Exhibit 16.1 from Mercurius & Associates LLP and is filing this Amendment No. 1 to the Form 8-K to include Exhibit 16.1 as required.
Item4**.01 Changes in Registrant’s Certifying Accountant**
(a) Dismissal of Independent Registered Public Accounting Firm
On May 19, 2025, the Board of Directors of World Scan Project, Inc. (or the “Company”) approved the dismissal of Mercurius & Associates LLP (“Mercurius”) as the Company’s independent registered public accounting firm, to be effective on May 21, 2025.
There were no (1) disagreements between the Company and Mercurius regarding accounting principles, financial statement disclosures, or auditing scope or procedures, as defined in Item 304(a)(1)(iv) of Regulation S-K, nor (2) reportable events as outlined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Mercurius with a copy of the foregoing disclosures it is making in this Current Report on Form 8-K prior to its filing and has requested, in accordance with applicable practices, that Mercurius furnish a letter addressed to the Securities and Exchange Commission (“SEC”) stating whether or not it agrees with the statements made herein. Attached as Exhibit 16.1 is a copy of the Mercurius letter, dated June 5, 2025.
(b) Engagement of New Independent Registered Public Accountant
On May 21, 2025, the Board of Directors approved the engagement of BCRG Group (PCAOB ID: 7158) as the Company’s independent registered public accounting firm for the audit of the fiscal year ended October 31, 2024, and any reviews of interim periods thereafter.
During the fiscal year ended October 31, 2023, as well as the prior fiscal years, neither the Company nor anyone on its behalf, consulted with BCRG Group regarding (1) the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that BCRG Group concluded was an important factor considered by the Company in reaching a decision as to any 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.
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
| Exhibit No. | Description |
|---|---|
| 16.1 | Letter to Securities and Exchange Commission from Mercurius & Associates LLP dated June 5, 2025 |
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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.
World Scan Project, Inc.
Dated: June 6, 2025
By: /s/ Ryohei Uetaki
Ryohei Uetaki
Chief Executive Officer
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June 05, 2025
Office of the Chief Accountant
Securities and Exchange Commission
460 Fifth Street N. W.
Washington, DC 20549
Re: World Scan Project, Inc.
Commission File Number 000-56208
Dear Sirs:
We have received a copy of, and are in agreement with, the statements being made by World Scan Project, Inc. in the para (a) of Item 4.01 of its Form 8-K dated May 27, 2025, and captioned “Changes in Registrant’s Certifying Accountant”
We hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K.
Sincerely,
/s/ Mercurius & Associates LLP
A-94/8, Wazirpur Industrial Area
Main Ring Road, New Delhi-110052, India