AI Technology Group appoints Fruci as new auditor

The prior auditor did not complete its work on the 2025 statements or issue an audit report or opinion.

(High)

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Form Type

8-K

Rhea-AI Filing Summary

AI Technology Group Inc. said Michael Gillespie & Associates, PLLC resigned as its independent auditor on May 7, 2026, at the Board’s request. The former auditor’s reports for the fiscal years ended December 31, 2023 and December 31, 2024 included explanatory paragraphs regarding going concern. The company reported no disagreements or reportable events through September 30, 2025.

During preliminary work on the 2025 audit, Gillespie & Associates asked questions and requested documentation about the accounting for the agreement under which AI Technology Group acquired 100% of AVM Nevada’s issued and outstanding shares from Biomed 360 Solutions Corp., including certain AVM Nevada loans. The engagement ended before management completed and provided its updated analysis, so Gillespie did not complete the audit or issue a report or opinion. Fruci & Associates II, PLLC was engaged effective August 31, 2026, to audit the fiscal year ending December 31, 2025 and review unaudited quarterly statements on an ongoing basis.

0 points · 0 major

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

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1 major · 1 point

How the balance works

Positive

None.

Negative

Major pointPrior audit reports included going-concern explanatory paragraphs for fiscal 2023 and 2024.

Filing Explained

For the 2023 and 2024 fiscal years, the former auditor’s reports had no adverse opinion or disclaimer and were not qualified or modified for uncertainty, audit scope, or accounting principles, apart from the going-concern explanatory paragraphs.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Acquired ownership: 100% of issued and outstanding shares Prior audit periods: Fiscal years ended December 31, 2023 and December 31, 2024 Former auditor resignation: May 7, 2026 +1 more

4 metrics

Acquired ownership 100% of issued and outstanding shares AVM Nevada shares acquired from Biomed 360 Solutions Corp. under an agreement dated December 15, 2025

Prior audit periods Fiscal years ended December 31, 2023 and December 31, 2024 The former auditor's reports included explanatory paragraphs regarding going concern

Former auditor resignation May 7, 2026 Michael Gillespie & Associates, PLLC resigned at the Board's request

New auditor engagement August 31, 2026 Fruci & Associates II, PLLC engagement was effective immediately

Key Terms

going concern, reportable events, independent registered public accounting firm

3 terms

going concern financial

"an explanatory paragraph regarding going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

reportable events regulatory

"no "reportable events" as that term is defined"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

independent registered public accounting firm technical

"the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What happened to AIPG's 2025 audit?

Michael Gillespie & Associates, PLLC did not complete the audit or issue an audit report or opinion. The engagement ended before management completed and provided its updated accounting analysis and supporting documentation concerning AVM Nevada and certain loans.

Who is AIPG's new auditor?

Fruci & Associates II, PLLC became AI Technology Group Inc.'s independent registered public accounting firm effective immediately on August 31, 2026. It will audit the fiscal year ending December 31, 2025 and review the company's unaudited quarterly financial statements on an ongoing basis.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/02/2026 - 11:14 AM Accepted by SEC EDGAR 10/02/2026 - 11:14 AM

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)

October 2, 2026

Commission File Number: 000-1289047

AI TECHNOLOGY GROUP INC.

(Exact name of registrant as specified in its charter)

Nevada		20-1044677
(State of Incorporation)		(IRS Employer Identification No.)

50 W. Liberty Street, Suite 880 Reno, NV, 89501

(Address of principal executive offices, zip code)

(800) 394-7440

(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:

☐ 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))

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. Changes in Registrant's Certifying Accountant.

(a) Dismissal of Previous Independent Registered Public Accounting Firm

On May 7, 2026, the Board of Directors requested that Michael Gillespie & Associates, PLLC (“Gillespie & Associates”) resign as the Company’s independent registered public accounting firm. Gillespie & Associates subsequently tendered its resignation on the same date.

Gillespie & Associates’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and December 31, 2024 did not contain any adverse opinions or disclaimers of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, other than an explanatory paragraph regarding going concern.

During the fiscal years ended December 31, 2023 and December 31, 2024, and the subsequent interim periods through to September 30, 2025, there were (i) no disagreements between the Company and Gillespie & Associates on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Gillespie & Associates, would have caused Gillespie & Associates to make reference to the subject matter of the disagreement in their reports on the Company's consolidated financial statements for such years, and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

However, during the period subsequent to September 30, 2025, Gillespie & Associates commenced preliminary audit procedures in connection with the Company’s financial statements for the year ended December 31, 2025. In connection with those procedures, Gillespie & Associates received preliminary accounting records and working papers and raised questions and requested additional documentation regarding the accounting treatment of the agreement dated December 15, 2025 between the Company, Biomed 360 Solutions Corp. (“Biomed”) and AVM Biotechnology Inc. (“AVM Nevada”), pursuant to which the Company acquired 100% of the issued and outstanding shares of AVM Nevada from Biomed, including the accounting treatment of certain loans of AVM Nevada. At the time such questions were raised, management’s accounting assessment of the transaction was preliminary and had not been finalized. The engagement with Gillespie & Associates was terminated before management completed and provided its updated accounting analysis and supporting documentation to Gillespie & Associates. Accordingly, Gillespie & Associates did not complete its audit of the Company’s financial statements for the year ended December 31, 2025 and did not issue an audit report or express an opinion with respect to those financial statements.

The Company requested that Gillespie & Associates furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of Gillespie & Associates's letter, dated September 22, 2026, is attached hereto as Exhibit 16.1.

(b) Engagement of New Independent Accountant

On August 31, 2026, upon the recommendation of the Company’s board, the Company finalized its engagement with Fruci & Associates II, PLLC (“ Fruci”) Spokane, Washington. As its new independent registered public accounting firm effective immediately. Fruci, will audit the Company’s financial statements for the fiscal year ending December 31, 2025 and will conduct reviews of the Company’s unaudited quarterly financial statements required on an ongoing basis.

The Company nor anyone on its behalf consulted with Fruci with respect to (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 financial statements, and neither a written report was provided to the Company nor oral advice was provided that Fruci concluded was an important factor considered by the Company in reaching a decision as to the 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.

Exhibit

Number

Description of Exhibit

16.1

Letter from Gillespie & Associates

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 hereunto duly authorized.

	AI TECHNOLOGY GROUP INC.

Date: October 2, 2026	By:	/s/ Marcus Johnson
		Marcus Johnson
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents