AI Technology Group Inc.: Changes independent auditor

What happened AI Technology Group Inc filed an 8-K reporting that on May 7, 2026 the board requested that Michael Gillespie & Associates, PLLC ("Gillespie & Associates") resign and that Gillespie & Associates subsequently tendered its resignation the same date. The filing states Gillespie & Associates’s audit reports for the fiscal years ended Dec 31, 2023 and Dec 31, 2024 did not contain adverse opinions or disclaimers and were not qualified or modified other than an explanatory paragraph regarding going concern. The filing also states Gillespie & Associates commenced preliminary audit procedures for the year ended Dec 31, 2025, raised questions about the accounting treatment of the Dec 15, 2025 agreement under which the Company acquired 100% of the issued and outstanding shares of AVM Biotechnology Inc. ("AVM Nevada") from Biomed 360 Solutions Corp. ("Biomed") and certain loans of AVM Nevada, and did not complete its audit or issue an audit report for the year ended Dec 31, 2025 because the engagement was terminated before management completed its updated accounting analysis and supporting documentation. The Company requested a letter from Gillespie & Associates, and the filing includes a copy dated Sep 22, 2026.

The filing reports that on Aug 31, 2026 the Company engaged Fruci & Associates II, PLLC ("Fruci") of Spokane, Washington as its new independent registered public accounting firm, effective immediately, and that Fruci will audit the Company’s financial statements for the fiscal year ending Dec 31, 2025 and conduct reviews of unaudited quarterly financial statements on an ongoing basis. The filing states that neither the Company nor anyone on its behalf consulted with Fruci regarding the application of accounting principles to a specified transaction or on any matter that was the subject of a disagreement or a reportable event.

Key details

• May 7, 2026: board requested Gillespie & Associates resign; Gillespie & Associates resigned same date.
• Gillespie & Associates’s audit reports for the fiscal years ended Dec 31, 2023 and Dec 31, 2024 included no adverse opinions but included an explanatory going concern paragraph.
• Dec 15, 2025: agreement date for acquisition of 100% of AVM Nevada from Biomed; Gillespie raised questions about accounting for that transaction and certain AVM Nevada loans.
• Aug 31, 2026: Company engaged Fruci & Associates II, PLLC to audit year ending Dec 31, 2025 and review ongoing quarterly statements.

Why it may matter This 8-K reports Item 4.01, "Changes in registrant's certifying accountant," which covers the dismissal/resignation of Gillespie & Associates and the engagement of Fruci & Associates II, PLLC as the new independent registered public accounting firm, and it notes that Gillespie did not complete the 2025 audit. A filing does not show why the insider traded or why the company acted.