Current Report · Items 4.01, 9.01 · 8-K/A
Webstar Technology Group, Inc.
WBSROTCEQUITYCurrent
Changes in Registrant's Certifying Accountant
ITEM 4.01 — CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT (a) Previous Independent Registered Public Accounting Firm Pipara & Co. LLP (“Pipara”) served as the Company’s independent registered public accounting firm. Pipara was engaged to audit the Company’s consolidated financial statements for the fiscal year ended December 31, 2025.…
Disclosure sections
Item 4.01Item 4.01 - Changes in Certifying Accountant
ITEM
4.01 — CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
(a)
Previous Independent Registered Public Accounting Firm
Pipara
& Co. LLP (“Pipara”) served as the Company’s independent registered public accounting firm.
Pipara
was engaged to audit the Company’s consolidated financial statements for the fiscal year ended December 31, 2025. The audit engagement
was not completed, and Pipara did not issue an audit report on the Company’s financial statements for the fiscal year ended December
31, 2025.
Pipara’s
report on the Company’s financial statements for the fiscal year ended December 31, 2024 did not contain an adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except as previously
disclosed in the Company’s filings with the Securities and Exchange Commission. Investors are referred to the Company’s previously
filed Annual Report and related auditor report for a complete description of such opinion.
During
the course of the 2025 audit engagement, there were discussions regarding certain accounting matters, financial statement presentation
matters, supporting documentation and audit procedures. While certain matters remained unresolved at the time the engagement ended, the
Company believes such discussions were part of the ordinary course of the audit process.
Pipara’s
Resignation
On
April 15, 2026, representatives of the Company participated in a telephone conference with Mr. Naman Pipara of Pipara & Co. LLP.
Participants on behalf of the Company included Ricardo H. Haynes, the Company’s Chief Executive Officer, Donald Keer, the Company’s
Corporate Secretary, and Jerry DeCiccio of Tana Advisors.
During
that telephone conference, Mr. Pipara advised the participants that Pipara would not issue an audit opinion on the Company’s consolidated
financial statements for the fiscal year ended December 31, 2025 and communicated that Pipara was resigning as the Company’s independent
registered public accounting firm.
On
April 16, 2026, prior to filing the Original Filing, management provided Pipara with a draft copy of the proposed disclosure regarding
the auditor transition and requested Pipara’s review and comment.
On
April 19, 2026, the Company received written correspondence from Pipara expressly confirming its resignation as the Company’s independent
registered public accounting firm, effective April 15, 2026.
In
its April 19, 2026 correspondence, Pipara stated that during the course of its engagement for the audit of the Company’s consolidated
financial statements for the fiscal year ended December 31, 2025, it had performed audit procedures in accordance with the standards
of the Public Company Accounting Oversight Board (United States).
Pipara
further stated that the audit was not completed and that it did not obtain sufficient appropriate audit evidence necessary to form an
opinion on the Company’s financial statements within the required filing timeline. Pipara therefore stated that it had not issued,
and would not issue, an audit report on such financial statements.
Pipara
stated that its resignation was in connection with the non-completion of the audit within the required timeframe.
Accordingly, Pipara resigned as the Company’s independent registered public accounting firm. The Company did not dismiss Pipara.
The
Company believes its prior disclosures may have unintentionally created ambiguity regarding the sequence of events surrounding the termination
of Pipara’s engagement. This Amendment No. 2 is intended to clarify that Pipara first communicated its resignation verbally during
the April 15, 2026 telephone conference and subsequently expressly confirmed its resignation in writing on April 19, 2026, effective
April 15, 2026.
The
Company has authorized Pipara to respond fully to inquiries from the successor auditor and has requested Pipara’s cooperation regarding
predecessor-successor auditor communications.
During
the course of the 2025 audit engagement, the Company and Pipara discussed various accounting, financial reporting, documentation and
audit matters. The Company is not aware that Pipara identified any matter as a disagreement requiring disclosure under Item 304(a)(1)(iv)
of Regulation S-K.
Former
Accountant Letter
In
its April 19, 2026 written resignation correspondence, Pipara requested that the Company provide Pipara with a copy of any disclosures
the Company intended to make regarding Pipara’s resignation, including any filings with the Securities and Exchange Commission,
prior to submission so that Pipara could review and comment, if necessary.
Consistent
with that request, the Company provided Pipara with a copy of its disclosures concerning the change in certifying accountant and requested
that Pipara furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by
the Company and, if not, identifying the respects in which it does not agree, as contemplated by Item 304(a)(3) of Regulation S-K.
Although
Pipara provided the Company with its written notice of resignation on April 19, 2026, the Company has not received from Pipara the separate
letter requested by the Company pursuant to Item 304(a)(3) of Regulation S-K.
As
of the date of this Amendment No. 2, the requested letter remains outstanding.
Upon
receipt of the requested letter from Pipara, the Company intends to promptly file the letter in accordance with the applicable requirements
of Item 304 of Regulation S-K.
(b)
New Independent Registered Public Accounting Firm
Effective
April 15, 2026, the Company engaged Victor Mokuolu, CPA PLLC (“VMCPA”) as its independent registered public accounting firm
to complete the audit of the Company’s consolidated financial statements for the fiscal year ended December 31, 2025 and to review
the Company’s interim financial statements.
The
Company does not maintain a separate audit committee.
The
engagement of VMCPA was authorized by management pursuant to executive authority previously delegated by the Board of Directors. No separate
vote of the Board of Directors was taken with respect to the engagement of VMCPA.
During
the Company’s two most recent fiscal years and the subsequent interim period preceding the engagement of VMCPA, neither the Company
nor anyone acting on its behalf consulted with VMCPA regarding:
(i) the application of accounting
principles to a specified transaction, either completed or proposed;
(ii) the type of audit opinion
that might be rendered on the Company’s financial statements; or
(iii) any matter that was either
the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event as described in Item 304(a)(1)(v)
of Regulation S-K.
The
Company expects to file an amended Annual Report on Form 10-K/A containing audited financial statements and the required audit report
upon completion of the audit procedures currently being performed by VMCPA.