Item 4.01 Changes in Registrant’s Certifying Accountant. (a) On January 16, 2026, GBT Technologies Inc. (the “Company”) dismissed M.S. Madhava Rao as the Company’s independent registered public accounting firm, due to his announcement of retiring. The dismissal was effective immediately.…
Filed Jan 26, 2026Accepted Jan 26, 2026, 8:30 AM ESTCIK 1471781Accession 0001731122-26-000118
GBT Technologies, Inc. (OTC PINK: GTCH) is a Los Angeles-based development-stage technology company focused on artificial intelligence (AI), Internet of Things (IoT), and intelligent platform technologies. The Company’s initiatives span integrated system architectures, predictive analytics, sensor-based platforms, and other emerging technologies intended to support scalable commercial applications. GBT pursues growth through internal R&D and its wholly owned subsidiaries, including Cube Wellness Technologies and Cube X Media Corporation.
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Item 4.01Item 4.01 - Changes in Certifying Accountant
Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) On January 16, 2026, GBT Technologies Inc. (the
“Company”) dismissed M.S. Madhava Rao as the Company’s independent registered public accounting firm, due to his announcement
of retiring. The dismissal was effective immediately. The decision to change accountants was approved by the Company’s Board of
Directors (acting through its sole director) on January 16, 2026. The reports of M.S. Madhava Rao on the Company’s financial statements
for the two most recent fiscal years ended December 31, 2024 and December 31, 2023, 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.
During the Company’s two most recent fiscal
years ended December 31, 2024 and December 31, 2023, and the subsequent interim period through January 20, 2026, there were no disagreements
(as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with M.S. Madhava Rao on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of M.S. Madhava Rao, would have caused M.S. Madhava Rao to make reference to the subject matter of the disagreement in connection with
its reports on the Company’s financial statements for such periods.
During the Company’s two most recent fiscal
years ended December 31, 2024 and December 31, 2023, and the subsequent interim period through January 16, 2026, there were no “reportable
events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided M.S. Madhava Rao with a copy
of the disclosures it is making in this Current Report on Form 8-K no later than the day that the disclosures are filed with the U.S.
Securities and Exchange Commission. The Company has requested that M.S. Madhava Rao furnish the Company with a letter addressed to the
U.S. Securities and Exchange Commission stating whether or not M.S. Madhava Rao agrees with the statements made by the Company in this
Current Report on Form 8-K in response to Item 304(a) of Regulation S-K. If M.S. Madhava Rao does not agree with any of the statements
of the Company, the letter will state the respects in which it does not agree. The Company will file the letter as an exhibit to this
Current Report on Form 8-K or an amendment hereto.
(b) On January 20, 2026, the Company’s Board
of Directors (acting through its sole director) approved the engagement of CNGSN & Associates LLP (“CNGSN”) as the Company’s
new independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December
31, 2025, effective immediately. The engagement letter with CNGSN is dated January 17, 206, and was signed by the Company on January 20,
2026.
During the Company’s two most recent fiscal
years ended December 31, 2024 and December 31, 2023, and the subsequent interim period through January 16, 2026, neither the Company nor
anyone on its behalf consulted CNGSN regarding either (i) the application of accounting principles to a specific 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 that CNGSN 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).