Free Flow USA (FFLO) switches auditors as reports flag going-concern risk

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

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.

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The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Former auditor resignation dateAugust 5, 2026Date BCRG Group, Inc. resigned as independent registered public accounting firm
Attest business sale effective dateJune 15, 2026Effective date of BCRG’s sale of its attest business to Simon & Edward, LLP
Fiscal year end 1December 31, 2025Year-end for one of the audit reports with a going-concern explanatory paragraph
Fiscal year end 2December 31, 2024Year-end for another audit report with a going-concern explanatory paragraph
New auditor engagement dateAugust 10, 2026Date Board approved engagement of GSKCA & Associates as new auditor
independent registered public accounting firmregulatory
“resigned as the independent registered public accounting firm of Free Flow USA Inc.”
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 concernfinancial
“contained an explanatory paragraph regarding 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.
reportable eventsregulatory
“there were no “reportable events” as described in 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.
Regulation S-Kregulatory
““reportable events” as described in Item 304(a)(1)(v) of Regulation S-K”
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.
disagreementsfinancial
“there were no disagreements between the Company and BCRG on any matter of accounting principles”

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Why did Free Flow USA (FFLO) change its independent auditor?

Free Flow USA changed auditors after BCRG Group, Inc. resigned on August 5, 2026, following BCRG’s sale of its attest business to Simon & Edward, LLP. The Board then approved GSKCA & Associates as the new auditor on August 10, 2026.

Did BCRG’s audit reports on FFLO include a going-concern warning?

Yes. BCRG’s reports for 2025 and 2024 included an explanatory paragraph about substantial doubt regarding Free Flow USA’s ability to continue as a going concern. The opinions were otherwise unqualified, without adverse opinions or scope or principles qualifications.

Were there any disagreements between FFLO and BCRG Group, Inc.?

The company states there were no disagreements with BCRG during 2024, 2025, and through August 5, 2026 on accounting principles, financial statement disclosure, or audit scope or procedure that would have been referenced in BCRG’s reports.

Who is Free Flow USA’s new independent registered public accounting firm?

On August 10, 2026, Free Flow USA’s Board approved the engagement of GSKCA & Associates as its new independent registered public accounting firm, effective immediately, succeeding BCRG Group, Inc. after BCRG’s resignation as auditor.

Did FFLO consult GSKCA & Associates before appointing it as auditor?

The company reports that during 2024, 2025, and through August 10, 2026, neither it nor anyone acting on its behalf consulted GSKCA on accounting applications, potential audit opinions, disagreements, or reportable events as defined under Regulation S-K.

Were there any reportable events between FFLO and its former auditor?

Free Flow USA reports there were no reportable events under Item 304(a)(1)(v) of Regulation S-K during 2024, 2025, and the interim period through August 5, 2026, in connection with BCRG’s engagement as auditor.

SECURITIES AND EXCHANGE COMMISSION

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest event Reported): August 11, 2026

Free Flow USA, Inc.

(Exact name of registrant as specified in its charter)

9243 John F. Kennedy Blvd.
,Suite 104

(Address of principal executive offices)

(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):

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.

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.

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