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Eco Science Solutions (ESSI) switches auditors amid going-concern and control issues

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

Rhea-AI Filing Summary

Eco Science Solutions, Inc. changed its independent auditor. On August 10, 2026, the board, following the audit committee’s recommendation, dismissed Fruci & Associates II, PLLC as independent registered public accounting firm and, effective the same date, engaged Dylan Floyd Accounting & Consulting (PCAOB ID: 6235) to review the quarters ended July 31, 2026 and October 31, 2026 and to audit the fiscal year ending January 31, 2027.

Fruci’s reports on the fiscal years ended January 31, 2026 and January 31, 2025 contained no adverse or disclaimed opinions and were not qualified, other than an explanatory paragraph expressing substantial doubt about Eco Science Solutions’ ability to continue as a going concern. The company states there were no disagreements with Fruci on accounting, disclosure, or audit scope, but management had identified material weaknesses in internal control over financial reporting, previously disclosed in the latest annual report.

Positive

  • None.

Negative

  • Prior audit reports included an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern.
  • Management has identified material weaknesses in internal control over financial reporting, as referenced from the most recent annual report.
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.
Auditor dismissal date August 10, 2026 Date the board approved dismissal of Fruci & Associates II, PLLC
New auditor PCAOB ID 6235 PCAOB ID of Dylan Floyd Accounting & Consulting
Fiscal year end January 31, 2026 One of the fiscal years previously audited by Fruci with going-concern explanatory paragraph
Prior fiscal year end January 31, 2025 Earlier fiscal year covered by Fruci’s reports with going-concern explanatory paragraph
Next audit fiscal year end January 31, 2027 Fiscal year for which Dylan Floyd will audit the consolidated financial statements
Exhibit 16.1 Letter from Fruci & Associates II, PLLC to the SEC dated August 13, 2026
independent registered public accounting firm financial
"approved the dismissal of Fruci & Associates II, PLLC 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.
going concern financial
"an explanatory paragraph expressing substantial doubt about 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 internal control over financial reporting financial
"management identified material weaknesses in the Company’s internal control over financial reporting"
A material weakness in internal control over financial reporting is a significant flaw in a company’s processes that increases the likelihood its financial statements could be wrong or misleading. Think of it as a broken checkpoint in an airport security line: if it fails, errors or fraud can pass through undetected. Investors care because these weaknesses raise the risk that reported earnings, assets, or liabilities are inaccurate, which can affect valuation, trust, and investment decisions.
reportable events regulatory
"there were no “reportable events” within the meaning of 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.
disagreements financial
"there were no disagreements with Fruci on any matter of accounting principles or practices"

FAQ

What auditor change did Eco Science Solutions (ESSI) disclose?
Eco Science Solutions dismissed Fruci & Associates II, PLLC and engaged Dylan Floyd Accounting & Consulting as its independent registered public accounting firm, effective August 10, 2026, based on the audit committee’s recommendation.

Did Fruci’s reports on ESSI’s financial statements contain adverse opinions?
Fruci’s reports contained no adverse or disclaimed opinions and were not qualified, other than an explanatory paragraph expressing substantial doubt about Eco Science Solutions’ ability to continue as a going concern for the 2025 and 2026 fiscal years.

Were there any disagreements between ESSI and Fruci before the auditor change?
The company states there were no disagreements with Fruci on accounting principles, financial statement disclosure, or audit scope during the fiscal years ended January 31, 2026 and 2025 and through August 10, 2026.

What concerns about ESSI’s ability to continue as a going concern were disclosed?
Fruci’s prior audit reports included an explanatory paragraph expressing substantial doubt about Eco Science Solutions’ ability to continue as a going concern, covering the fiscal years ended January 31, 2026 and January 31, 2025.

What internal control issues has Eco Science Solutions (ESSI) reported?
Management has identified material weaknesses in internal control over financial reporting, referenced in the company’s Form 10-K for the fiscal year ended January 31, 2026, and noted again in this auditor change disclosure.

What work will Dylan Floyd perform for Eco Science Solutions (ESSI)?
Dylan Floyd Accounting & Consulting will review ESSI’s unaudited interim financial statements for the quarters ended July 31, 2026 and October 31, 2026 and audit the fiscal year ending January 31, 2027.

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

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Understanding 8-K Material Events →

 

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 10, 2026

 

ECO SCIENCE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

333-166487

 

46-4199032

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

300 S. El Camino Real #206, San Clemente, CA 92672

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (833) 464-3726

 

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))

 

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 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

 

(a) Dismissal of Independent Registered Public Accounting Firm

 

On August 10, 2026, the Board of Directors of Eco Science Solutions, Inc. (the “Company”), upon the recommendation of the Audit Committee of the Board of Directors, approved the dismissal of Fruci & Associates II, PLLC (“Fruci”) as the Company’s independent registered public accounting firm, effective immediately. The Company notified Fruci of its dismissal on August 10, 2026.

 

The reports of Fruci on the Company’s consolidated financial statements as of and for the fiscal years ended January 31, 2026 and January 31, 2025 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, other than an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern.

 

During the Company’s fiscal years ended January 31, 2026 and January 31, 2025, and the subsequent interim period through August 10, 2026, there were no disagreements with Fruci on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Fruci’s satisfaction, would have caused Fruci to make reference to the subject matter of the disagreement in connection with its reports on the Company’s consolidated financial statements for such years.

 

During the Company’s fiscal years ended January 31, 2026 and January 31, 2025, and the subsequent interim period through August 10, 2026, there were no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except that management identified material weaknesses in the Company’s internal control over financial reporting, as disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

 

The Company has provided Fruci with a copy of the disclosures contained in this Current Report on Form 8-K and has requested that Fruci furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company herein and, if not, stating the respects in which it does not agree. A copy of Fruci’s letter, dated August 13, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

(b) Engagement of New Independent Registered Public Accounting Firm

 

On August 10, 2026, the Board of Directors of the Company, upon the recommendation of the Audit Committee of the Board of Directors, approved the appointment and engagement of Dylan Floyd Accounting & Consulting (PCAOB ID: 6235) (“Dylan Floyd”) as the Company’s independent registered public accounting firm, effective immediately, to perform reviews of the Company’s unaudited interim consolidated financial statements for the quarterly periods ended July 31, 2026 and October 31, 2026 and to audit the Company’s consolidated financial statements as of and for the fiscal year ending January 31, 2027.

 

 
2

 

 

During the Company’s fiscal years ended January 31, 2026 and January 31, 2025, and the subsequent interim period through August 10, 2026, neither the Company nor anyone acting on its behalf consulted with Dylan Floyd 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 consolidated financial statements, and neither a written report nor oral advice was provided to the Company by Dylan Floyd that Dylan Floyd concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was 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 No.

 

Description

 

 

 

16.1

 

Letter from Fruci & Associates II, PLLC to the Securities and Exchange Commission dated August 13, 2026

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
3

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

ECO SCIENCE SOLUTIONS, INC.

    

Date: August 13, 2026

By:

/s/ Michael D. Rountree

 

Name:

Michael D. Rountree

 
 Title:

President and Chief Executive Officer

 

 

 
4

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Other Documents