Free Flow USA appoints new independent auditor
Free Flow USA, Inc. reports a change in its independent registered public accounting firm.
Sentiment and the balance of points
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Rhea-AI Filing Summary
Free Flow USA, Inc. reports a change in its independent registered public accounting firm. On August 5, 2026, BCRG Group, Inc. resigned as auditor following the sale of its attest business, and the Board accepted the resignation. BCRG’s audit reports for the years ended December 31, 2025 and 2024 were unqualified but included an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern. The company states there were no disagreements with BCRG and no reportable events under Regulation S-K. On August 10, 2026, the Board approved the engagement of GSKCA & Associates as the new independent registered public accounting firm, and the company notes it had not previously consulted GSKCA on accounting or auditing matters described in the rules.
Positive
- None.
Negative
- Auditor going-concern emphasis: Prior audit reports for 2025 and 2024 included an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern.
8-K Event Classification
Key Figures
Key Terms
independent registered public accounting firm regulatory
going concern financial
reportable events regulatory
Regulation S-K regulatory
disagreements financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Why did Free Flow USA (FFLO) change its independent auditor?
Did BCRG’s audit reports on FFLO include a going-concern warning?
Were there any disagreements between FFLO and BCRG Group, Inc.?
Who is Free Flow USA’s new independent registered public accounting firm?
Did FFLO consult GSKCA & Associates before appointing it as auditor?
Were there any reportable events between FFLO and its former auditor?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest event Reported):
(Exact name of registrant as specified in its charter)
(State of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
Phone: +(
(Registrant’s telephone number)
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) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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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.
Securities registered pursuant to Section 12(b) of the Act: None.
SECTION 4 – MATTERS RELATED TO ACCOUNTANTS & FINANCIAL STATEMENTS
Item 4.01. Changes in Registrant’s Certifying Accountant.
(a) Former Independent Registered Public Accounting Firm.
On August 5, 2026, BCRG Group, Inc. (PCAOB ID 7158) (“BCRG”) resigned as the independent registered public accounting firm of Free Flow USA Inc., a Delaware corporation (the “Company”), effective immediately. BCRG’s resignation followed the sale of its attest business to Simon & Edward, LLP, effective June 15, 2026. The Company’s Board of Directors accepted BCRG’s resignation. The Company has authorized BCRG to respond fully to the inquiries of GSKCA & Associates (“GSKCA”), the Company’s successor independent registered public accounting firm.
BCRG’s reports on the Company’s financial statements for the fiscal years ended December 31, 2025 and December 31, 2024 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles, except that each such report contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.
During the Company’s two most recent fiscal years ended December 31, 2025 and December 31, 2024, and the subsequent interim period through August 5, 2026: (i) there were no disagreements between the Company and BCRG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to BCRG’s satisfaction, would have caused BCRG to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements; and (ii) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided BCRG with a copy of the disclosures contained in this Item 4.01(a) and has requested that BCRG furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether BCRG agrees with the statements made herein and, if not, stating the respects in which it does not agree. A copy of BCRG’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) New Independent Registered Public Accounting Firm.
On August 10, 2026, the Board of Directors of the Company approved the engagement of GSKCA & Associates (“GSKCA”) as the Company’s new independent registered public accounting firm, effective immediately.
During the Company’s two most recent fiscal years ended December 31, 2025 and December 31, 2024, and the subsequent interim period through August 10, 2026, neither the Company nor anyone acting on its behalf consulted GSKCA regarding either: (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 neither a written report nor oral advice was provided to the Company by GSKCA that GSKCA 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 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.
Exhibit No. |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Free Flow USA, Inc. |
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Date: August 11, 2026 |
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By: /s/ Sabir Saleem |
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Sabir Saleem |
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President & CEO |
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