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  4. [8-K] Quest Water Global, Inc. Reports Material Event

Auditor exits Quest Water Global (QWTR) as going concern and control weaknesses persist

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

Rhea-AI Filing Summary

Quest Water Global, Inc. reported that, on May 5, 2026, its independent accountant, Fruci & Associates II, PLLC, resigned at the Company’s request, and a new auditor has not yet been engaged. The board of directors, acting as the audit committee, approved the change.

Fruci’s audit reports on the Company’s financial statements for the fiscal years ended December 31, 2024 and 2023 contained no adverse or disclaimed opinions and were not qualified for scope or principles, but they did highlight substantial doubt about the Company’s ability to continue as a going concern. The Company states there were no disagreements with Fruci on accounting, disclosure, or audit procedures, though management and Fruci discussed continuing material weaknesses in internal control over financial reporting. Fruci’s confirming letter to the SEC, dated May 6, 2026, is filed as Exhibit 16.1.

Positive

  • None.

Negative

  • Auditor resignation without successor named: Fruci & Associates II, PLLC resigned as Quest Water Global’s independent accountant on May 5, 2026, and the Company has not yet engaged a new firm, creating uncertainty for upcoming audits.
  • Going concern uncertainty: Fruci’s reports on the fiscal 2024 and 2023 financial statements included language indicating substantial doubt about Quest Water Global’s ability to continue as a going concern.
  • Ongoing internal control weaknesses: Management and Fruci discussed the continued existence of material weaknesses in internal control over financial reporting, suggesting that remediation of control issues is still incomplete.

Insights

Auditor change with going concern and control weaknesses raises risk.

Quest Water Global disclosed that its auditor, Fruci & Associates II, PLLC, resigned at the Company’s request, and no replacement has been named. Auditor turnover, especially without a successor identified, can create uncertainty around future financial reporting.

Fruci’s most recent reports for the years ended December 31, 2024 and 2023 included a going concern emphasis, citing substantial doubt about the Company’s ability to continue operating. Management and Fruci also discussed ongoing material weaknesses in internal control over financial reporting, indicating that the control environment remains fragile.

The Company reports no disagreements with Fruci on accounting or disclosure matters, which helps limit concerns about disputes over past reporting. However, the combination of a going concern emphasis and unresolved control weaknesses makes the selection and timely onboarding of a new independent accountant a key future development for the Company’s financial reporting reliability.

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 resignation date May 5, 2026 Date Fruci & Associates II, PLLC resigned as independent accountant
Fiscal year end 2024 December 31, 2024 Most recent audited financial statements with going concern emphasis
Fiscal year end 2023 December 31, 2023 Second most recent audited year referenced in the report
Auditor response letter date May 6, 2026 Date of Fruci’s letter to the SEC filed as Exhibit 16.1
going concern financial
"except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern."
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
material weaknesses financial
"discussed with Fruci the continued existence of material weaknesses in the Company’s internal control over financial reporting."
Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.
internal control over financial reporting financial
"continued existence of material weaknesses in the Company’s internal control over financial reporting."
Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.
emerging growth company regulatory
"§240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
reportable events regulatory
"did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K)"
Understanding 8-K Material Events →
false 0001487091 0001487091 2026-05-05 2026-05-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): May 5, 2026

 

QUEST WATER GLOBAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   000-56480   27-1994359

(State or other jurisdiction of

incorporation)

  

(Commission

File Number)

   (I.R.S. Employer
Identification No.)

 

Suite 209 – 828 Harbourside Drive

North Vancouver, British Columbia, Canada

   V7P 3R9
(Address of principal executive offices)   (Zip Code)

 

(888) 897-5536

(Registrant’s telephone number, including area code)

 

N/A

(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
N/A   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 4.01Changes in Registrant’s Certifying Accountant

 

On May 5, 2026, and at the request of Quest Water Global, Inc. (the “Company”), Fruci & Associates II, PLLC (“Fruci”) resigned as the Company’s independent accountant. The Company has not yet engaged a new independent accountant to replace Fruci.

 

The reports of Fruci regarding the Company’s financial statements for the fiscal years ended December 31, 2024 and 2023, being the two most recent fiscal years for which the Company has filed audited financial statements with the Securities and Exchange Commission (the “SEC”), did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.

 

The board of directors of the Company, acting as the audit committee, approved the decision to change independent accountants.

 

During the fiscal years ended December 31, 2024 and 2023, and through May 5, 2026, the Company had no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Fruci 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 Fruci, would have caused Margetson to make reference thereto in connection with its report.

 

During the fiscal years ended December 31, 2024 and 2023, and through May 5, 2026, the Company did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that management of the Company discussed with Fruci the continued existence of material weaknesses in the Company’s internal control over financial reporting.

 

The Company requested Fruci to furnish it with a letter addressed to the SEC stating whether or not Fruci agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated May 6, 2026, is filed as Exhibit 16.1 to this current report on Form 8-K.

 

Item 9.01Financial Statements and Exhibits

 

Exhibit

Number

   Exhibit Description
16.1   Letter from Fruci & Associates II, PLLC to the Securities and Exchange Commission dated May 6, 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.

 

Dated: May 6, 2026 QUEST WATER GLOBAL, INC.
     
  By: /s/ John Balanko
    John Balanko
    Chairman, President, Chief Executive Officer, Director

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What auditor change did Quest Water Global (QWTR) disclose in this filing?

Quest Water Global reported that Fruci & Associates II, PLLC resigned as its independent accountant on May 5, 2026. The board of directors, acting as the audit committee, approved the change, and the Company has not yet engaged a new independent accounting firm.

Did Quest Water Global’s previous audit reports include a going concern warning?

Yes. Fruci’s reports on Quest Water Global’s financial statements for the years ended December 31, 2024 and 2023 stated there was substantial doubt about the Company’s ability to continue as a going concern, highlighting significant uncertainty about its future operations.

Were there disagreements between Quest Water Global and Fruci over accounting or auditing matters?

The Company states there were no disagreements with Fruci on accounting principles, disclosure, or audit procedures during 2023, 2024, and through May 5, 2026. No unresolved issues are reported that would have caused Fruci to reference a disagreement in its audit reports.

What internal control issues did Quest Water Global (QWTR) report in this document?

Quest Water Global indicates that management and Fruci discussed the continued existence of material weaknesses in internal control over financial reporting. These weaknesses persisted through May 5, 2026, meaning the Company’s financial reporting controls were not considered fully effective.

How did Quest Water Global document Fruci’s resignation to the SEC?

Quest Water Global requested a letter from Fruci addressed to the SEC stating whether it agrees with the Company’s disclosures about the resignation. This letter, dated May 6, 2026, is filed as Exhibit 16.1 to the report for regulatory confirmation.

Filing Exhibits & Attachments

7 documents

Other Documents