Form 8-K - Current report

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): September 23, 2024 (September 23, 2024)

OneSolution Technology Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-56396

13-3784149

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

Unit 1813, 18/F, Fo Tan Industrial Centre

26-28 Au Pui Wan Street

Fo Tan, Hong Kong 00000

(Address of principal executive offices) (Zip Code)

+852-35858905

(Registrant’s telephone number, including area code)

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 Symbols(s)	Name of each exchange on which registered
Common	KRFG	NA

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 4.01 Change in Registrant’s Certifying Accountant

Dismissal of J&S Associate and Engagement of Olayinka Oyebola & Co.

On September 23, 2024, the Board of Directors of OneSolution Technology Inc., a Delaware corporation (“we” or “us”), approved the resignation of J&S Associate PLT (“J&S”) as our independent registered public accountant, effective immediately. Except as noted in the paragraph immediately below, the reports of J&S on the Company’s consolidated financial statements for the years ended March 31, 2024 and 2023, did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.

The reports of J&S on the Company’s consolidated financial statements as of and for the years ended March 31, 2024, and 2023, contained explanatory paragraphs which noted that the Company suffered from an suffered a working capital deficit of $ $3,045,587 and net loss of $1,507,469, which raised doubt about its ability to continue as a going concern.

During the years ended March 31, 2024, and 2023, the Company has not had any disagreements with J&S on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to J&S’ satisfaction, would have caused them to make reference thereto in their reports on the Company’s consolidated financial statements for such periods.

During the years ended March 31, 2024, and 2023, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

We have requested that J&S furnish us with a letter addressed to the Commission stating whether it agrees with the above statements. A copy of this letter is included herewith as Exhibit 16.1.

Concurrently therewith, we retained the firm of Olayinka Oyebola & Co. (“Olayinka”), to audit our consolidated financial statements for our fiscal year ending March 31, 2025.

During the fiscal years ended March 31, 2024, and 2023, and through the date of this Form 8-K, neither the Company nor anyone acting on its behalf consulted Olayinka regarding (1) 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 consolidated financial statements, and Olayinka did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (2) any matter that was either the subject of a disagreement with J&S on accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of J&S, would have caused J&S to make reference to the matter in their report, or a “reportable event” as described in Item 304(a)(1)(v) of Regulation S-K of the SEC’s rules and regulations.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

16.1		Consent of J&S*
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

*Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OneSolution Technology Inc.


Date: September 23, 2024	By:	/s/ Wong Nga Yin Polin
		Wong Nga Yin Polin Chief Executive Officer, Chief Financial Officer, Secretary and Director

Exhibit 16.1

J&S ASSOCIATE PLT

202206000037 (LLP0033395-LCA) & AF002380

(Registered with PCAOB and MIA)

B-11-14, Megan Avenue II

12,Jalan Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia

Tel: +603-4813 9469

Email : info@jns-associate.com

Website : jns-associate.com

September 23, 2024

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE: OneSolution Technology Inc. (KRFG)

We resign from our position as the auditor of KRFG effective September 23, 2024.

We have read the statements made by OneSolution Technology Inc. in Item 4.01 of this Form 8-K regarding the change in auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with other statements made in Item 4.01 of this Form 8-K.

Very truly yours,

/s/ J&S Associate PLT

Certified Public Accountants

PCAOB Number: 6743

We have served as the Company’s auditor since 2022.

Kuala Lumpur, Malaysia

Cover	Sep. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 23, 2024
Entity File Number	000-56396
Entity Registrant Name	OneSolution Technology Inc.
Entity Central Index Key	0000774415
Entity Tax Identification Number	13-3784149
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Unit 1813, 18/F, Fo Tan Industrial Centre
Entity Address, Address Line Two	26-28 Au Pui Wan Street
Entity Address, City or Town	Fo Tan
Entity Address, Country	HK
Entity Address, Postal Zip Code	00000
City Area Code	852
Local Phone Number	35858905
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common
Trading Symbol	KRFG
Entity Emerging Growth Company	false