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  4. [8-K] Blue Line Holdings, Inc. Reports Material Event

Blue Line Holdings (BLNH) replaces BCRG with Simon & Edward LLP

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Blue Line Holdings, Inc. changed its independent registered public accounting firm after Simon & Edward LLP acquired the attest business of BCRG Group effective June 15, 2026. On August 3, 2026, the Audit Committee dismissed BCRG and approved Simon & Edward LLP as the new auditor, with services previously provided by BCRG now handled by Simon & Edward.

BCRG’s audit reports on the consolidated financial statements for the fiscal years ended June 30, 2025 and 2024 contained no adverse or disclaimed opinions and were not qualified, but included an explanatory paragraph expressing substantial doubt about Blue Line’s ability to continue as a going concern. The company reports no disagreements with BCRG on accounting principles, disclosures, or audit scope, and no reportable events other than previously disclosed material weaknesses in internal control over financial reporting. Blue Line did not consult Simon & Edward on accounting issues before the engagement and has obtained from BCRG a letter to the SEC, dated August 3, 2026, regarding these disclosures.

Positive

  • None.

Negative

  • Going-concern uncertainty and control weaknesses: Prior audits for the years ended June 30, 2025 and 2024 included a going-concern explanatory paragraph and referenced material weaknesses in internal control over financial reporting.

Filing Explained

Against the filing’s going-concern disclosure, the latest reported quarter ended March 31, 2026 showed $7,682 of cash and $8,031 of operating cash outflow; that historical comparison equals 86.1 days of the last reported quarterly operating cash use, so it does not establish future funding.

Sources and calculations
  • Cash and equivalents vs quarterly operating cash outflow, in days of cash use $7,682 / ($8,031 / 90) = [object Object]
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, and exhibit attachments filed with this report.
Audit firm change date August 3, 2026 Audit Committee dismissed BCRG and appointed Simon & Edward LLP as auditor.
Attest business acquisition date June 15, 2026 Simon & Edward LLP acquired the attest business of BCRG Group.
Fiscal year ends audited June 30, 2025 and June 30, 2024 BCRG audited consolidated financial statements for these fiscal years.
independent registered public accounting firm financial
"dismissed BCRG as 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.
attest business financial
"Simon & Edward LLP acquired, effective as of June 15, 2026, the attest business"
going concern financial
"included an explanatory paragraph indicating that there was substantial doubt as to the Company’s ability to continue as a 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.
material weaknesses in the Company’s internal control over financial reporting financial
"except for the material weaknesses in the Company’s internal control over financial reporting"
reportable events regulatory
"no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K)"
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.

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FAQ

What auditor change did Blue Line Holdings (BLNH) report on August 3, 2026?
Blue Line Holdings’ Audit Committee dismissed BCRG Group and appointed Simon & Edward LLP as its new independent registered public accounting firm. The change follows Simon & Edward’s acquisition of BCRG’s attest business effective June 15, 2026.

Why was BCRG Group replaced as auditor for Blue Line Holdings (BLNH)?
BCRG Group was replaced because Simon & Edward LLP acquired BCRG’s attest business effective June 15, 2026. Following this acquisition, Blue Line Holdings’ Audit Committee reassigned audit responsibilities to Simon & Edward on August 3, 2026.

Did BCRG’s prior audit reports for Blue Line Holdings (BLNH) include going-concern warnings?
Yes. BCRG’s audit reports for the fiscal years ended June 30, 2025 and 2024 contained an explanatory paragraph indicating substantial doubt about Blue Line Holdings’ ability to continue as a going concern, though the opinions were not otherwise qualified or adverse.

Were there disagreements or reportable events between Blue Line Holdings (BLNH) and BCRG?
The company states there were no disagreements with BCRG on accounting principles, disclosures, or audit scope, and no reportable events, other than the material weaknesses in internal control over financial reporting previously disclosed in the June 30, 2025 Form 10-K.

Did Blue Line Holdings (BLNH) consult Simon & Edward LLP before appointing it auditor?
No. Blue Line Holdings reports that neither it nor anyone acting on its behalf consulted Simon & Edward LLP about accounting principles, audit opinions, or any disagreement or reportable event matters before the engagement was approved.

What letter from BCRG did Blue Line Holdings (BLNH) provide to the SEC?
Blue Line requested that BCRG furnish a letter to the SEC stating whether it agrees with the company’s disclosures. A letter dated August 3, 2026 from BCRG is included as Exhibit 16.1 addressing these statements.
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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): August 3, 2026

 

BLUE LINE HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

 

Colorado   000-56801   99-3114735
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File No.)   Identification No.)

 

18 Lakewood Blvd.

Lynbrook, NY 11563

(Address of principal executive offices, including Zip Code)

 

Registrant’s telephone number, including area code: (516) 776-3349

 

 

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   N/A   N/A

 

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.

 

Blue Line Holdings, Inc. (the “Company”) was notified that Simon & Edward LLP (“S&E”) acquired, effective as of June 15, 2026, the attest business of BCRG Group (“BCRG”). On August 3, 2026, the Audit Committee of the Company’s Board of Directors simultaneously dismissed BCRG as the Company’s independent registered public accounting firm and approved the appointment of S&E as the Company’s new independent registered public accounting firm. The services previously provided by BCRG will now be provided by S&E.

 

BCRG’s audit report on the Company’s consolidated financial statements for the fiscal years ended June 30, 2025 and 2024 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the report on the consolidated financial statements of the Company for the fiscal years ended June 30, 2025 and 2024 included an explanatory paragraph indicating that there was substantial doubt as to the Company’s ability to continue as a going concern.

 

During the fiscal years ended June 30, 2025 and 2024 and the subsequent interim period through the date of this Current Report on Form 8-K, there were (a) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and BCRG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of BCRG, would have caused BCRG to make reference to the subject matter of the disagreements in connection with BCRG’s reports on the Company’s financial statements, and (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except for the material weaknesses in the Company’s internal control over financial reporting previously disclosed under Part II, Item 9A of the Company’s Annual Report on Form 10-K for the year ended June 30, 2025.

 

Prior to engaging S&E, neither the Company nor anyone acting on its behalf consulted S&E regarding (i) 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 no written report was provided to the Company nor oral advice was provided that S&E concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as described 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 and the related instructions).

 

The Company has requested that BCRG furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated August 3, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

ITEM 9.01 Financial Statements and Exhibits.

 

Exhibit No.   Description of Exhibit
16.1   Letter from BCRG Group, Inc. dated August 3, 2026
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.

 

Date: August 3, 2026

 

  BLUE LINE HOLDINGS, INC.
     
  By: /s/ Joseph C. Henn
  Joseph C. Henn, Chief Executive Officer

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Other Documents