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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 and Exchange Act of 1934
Date of
Report (Date of earliest event reported) December 19, 2025
UNIVERSAL
TOKEN, INC.
(Exact
name of registrant as specified in its charter)
| WY |
000-54457 |
87-2595314 |
| State
or other jurisdiction of incorporation |
(Commission file number |
(IRS.
Employer Identification No.) |
World
Trade Center El Salvador
Calle El Mirador, 87 Ave Norte
San Salvador, El Salvador 00000
(Address of principal executive
offices)(Zip code)
(727)-692-3348
(Issuer’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 (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))
SEC 873 (02-25) Potential persons who
are to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently
valid OMB control number.
Securities registered pursuant to Section
12(b) of the Act: None
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 Change
in Issuer’s Certifying Accountant
Item 4.01 Changes in Issuer’s Certifying
Accountants. The Board of Directors (the “Board”) of UNIVERSAL TOKEN, INC. (the “Company”) recently conducted
a competitive selection process to determine the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2025. The Committee invited several public accounting firms to participate in the process. As a result of this process,
the Committee approved the appointment of CNGSN & Associates LLP (“CNGSN”) as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2025. The decision to change accountants to CNGSN from M.S. Mahava Rao
(“RAO”) was approved by the Board, effective December 19, 2025. The reports of RAO on the Company’s financial statements
as of and for the fiscal years ended December 31, 2024 did not contain an adverse opinion or disclaimer of opinion, were qualified as
to the Company’s ability to continue as a going concern but were not qualified as to audit scope or accounting principles. During
the fiscal year ended December 31, 2024, and the subsequent interim period preceding such dismissal, (i) there was no disagreement with
RAO 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 RAO, would have caused RAO to make reference to the subject matter of the disagreement in connection
with their reports, and (ii) there were no “reportable events” within the meaning of Item 304(a) (1)(v) of Regulation S-K.
The Company has provided RAO with a copy of the disclosures contained in this Form 8-K and has requested that RAO furnish to the Company
a letter addressed to the Securities and Exchange Commission stating whether RAO agrees with the statements contained herein and, if
not, stating the respects in which it does not agree. A copy of the letter from RAO concurring with the statements contained herein is
attached as Exhibit 16.1 to this Form 8-K. (b) During the fiscal year ended December 31, 2024 and the subsequent interim period preceding
such appointment, the Company did not consult with RAO regarding (i) either 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, or (ii)
any matter that was either the subject of a disagreement with RAO or a “reportable event” within the meaning of Item 304(a)(1)(v)
of Regulation S-K.
Item 9.01: Financial Statements and Exhibits.
(d) Exhibits
16 RAO Letter
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
Universal Token, Inc.
| By
/s/George Athanasiadis |
(Signature
and Title) |
| /s/George Athanasiadis |
CEO/Director |
| By
/s/Alexander Borodich |
(Signature
and Title) |
| /s/Alexander
Borodich |
Chairman |
Date 12/22/2025
