{"url_path":"/sec/groo/8-k/2026-05-13/item-304","section_key":"item-304","section_title":"Item 304 (a)(1) Disclosures.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1499275/0001499275-26-000007-index.html","accession_number":"0001499275-26-000007","cik":"0001499275","ticker":"GROO","issuer_name":"GROOVY COMPANY, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1499275/0001499275-26-000007-index.html","primary_entity_key":"0001499275","primary_entity_name":"GROOVY COMPANY, INC."},"word_count":1400,"has_tables":true,"body_markdown":"**Item 304(a)(1) Disclosures.**\n \n(i)Reports of Former Accountant. The audit reports of the Former Accountant on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and December 31, 2024 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the reports included an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern. \n \n(ii)Disagreements. During the two most recent fiscal years preceding the dismissal of the Former Accountant (ended December 31, 2024 and December 31, 2023) and the subsequent interim period through August 13, 2025, there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and the Former Accountant 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 the Former Accountant, would have caused the Former Accountant to make reference to the subject matter of the disagreement in its reports on the Company’s financial statements for such years. \n2\n\n \n(iii)Reportable Events. During the two most recent fiscal years preceding the dismissal of the Former Accountant (ended December 31, 2024 and December 31, 2023) and the subsequent interim period through August 13, 2025, there were no “reportable events” as described in Item 304(a)(1)(v)(A) through (D) of Regulation S-K. The Company was not advised by the Former Accountant of any matter described in Item 304(a)(1)(v) of Regulation S-K. The Company notes for completeness that the Former Accountant’s ability to appear or practice before the Commission was terminated by the operation of the Commission’s order of August 12, 2025 described above; that suspension is a matter external to the auditor-registrant relationship and is not itself a “reportable event” within the meaning of Item 304(a)(1)(v). \n \n(iv)Provision of Disclosures to, and Letter from, Former Accountant. Item 304(a)(3) of Regulation S-K ordinarily requires the registrant to provide the former accountant with a copy of the disclosures it is making in response to Item 304 and to request the former accountant to furnish a letter addressed to the Securities and Exchange Commission stating whether the former accountant agrees with the statements made by the registrant. The Company understands that the Former Accountant has ceased operations and is no longer in business. As a result, the Company has not been able to provide the Former Accountant with a copy of the disclosures it is making in response to this Item 4.01, and the Company has not obtained, and does not anticipate that it will obtain, a letter from the Former Accountant addressed to the Securities and Exchange Commission. The Company further notes, for completeness, that even apart from the cessation of the Former Accountant’s operations, the Former Accountant has been precluded from appearing and practicing before the Commission as an accountant since August 12, 2025 by reason of (1) the Commission’s order of that date entered pursuant to Rule 102(e) of the Commission’s Rules of Practice, and (2) the final consent judgments entered against the Former Accountant on August 11, 2025 by the United States District Court for the Southern District of New York in Securities and Exchange Commission v. Olayinka Temitope Oyebola and Olayinka Oyebola & Co. (Chartered Accountants), No. 24-cv-7376 (S.D.N.Y.). Accordingly, no Exhibit 16 letter is being filed with this Current Report on Form 8-K, and the Company does not anticipate that any such letter will be filed by amendment. \n \nReliance on Prior Audited Financial Statements**. The disclosures in this Item 4.01(a) are not intended to constitute, and should not be construed as, a determination by the Company that the previously issued consolidated financial statements of the Company for the fiscal years ended December 31, 2023 or December 31, 2024 should no longer be relied upon. Any such determination, if made, would be disclosed by the Company in a separate Current Report on Form 8-K under Item 4.02 (“Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review”).*\n\n \n\n**Interim Period Without Engaged Auditor (August 13, 2025 to May 10, 2026).**\n\n \n\nFrom the date of dismissal of the Former Accountant on August 13, 2025 through the engagement of the new independent registered public accounting firm described in Item 4.01(b) below, the Company did not have an independent registered public accounting firm engaged. During this interim period, the Company filed with the Commission the following periodic reports, each of which was prepared on an unaudited basis as the responsibility of the Company’s management and without audit or review by an independent registered public accounting firm: (i) Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed on November 14, 2025; (ii) Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed on November 24, 2025; (iii) Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed on March 12, 2026; and (iv) Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed on March 17, 2026. The Company also filed during the interim period one Current Report on Form 8-K on November 12, 2025 disclosing matters under Item 5.03 of Form 8-K.\n\n \n\n**(b)****Engagement of New Independent Registered Public Accounting Firm.** \n\n \n\nOn May 10, 2026, the Company engaged Boladale Lawal & Co. (“BLC”) as the Company’s new independent registered public accounting firm, succeeding the Former Accountant. BLC will audit the Company’s consolidated balance sheets as of December 31, 2025 and December 31, 2024, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the two fiscal years then ended, and is expected to issue a written report on those consolidated financial statements\n\n3\n\nin accordance with the standards of the PCAOB. The Company’s engagement of BLC contemplates a re-audit of the consolidated financial statements for the fiscal year ended December 31, 2024.\n\n \n\nThe engagement of BLC was approved by the Company’s Board of Directors. The Board, acting in its capacity as the body charged with the audit oversight function in the absence of a separately designated audit committee, considered, among other factors, BLC’s qualifications to perform an audit in accordance with PCAOB standards, BLC’s independence with respect to the Company, the scope of the engagement, and the proposed fee structure.\n\n \n\nThe terms of BLC’s engagement are set forth in a written engagement letter dated May 10, 2026, which provides for an audit fee of $30,000 per fiscal year audited, for a total fixed fee of $60,000 covering the audits of the consolidated financial statements for the fiscal years ended December 31, 2024 and December 31, 2025. The engagement letter further provides that the Company will reimburse BLC for reasonable out-of-pocket expenses, including report production, postage, and travel, and that the engagement is subject to applicable PCAOB auditing standards. The engagement letter is not being filed as an exhibit to this Current Report on Form 8-K because Item 601 of Regulation S-K does not require the filing of audit engagement letters as exhibits to current reports.\n\n \n\n**(c)****No Prior Consultations with Newly Engaged Accountant.** \n\n \n\nDuring the Company’s two most recent fiscal years (ended December 31, 2025 and December 31, 2024) and the subsequent interim period through May 10, 2026 (the date of BLC’s engagement), neither the Company nor anyone acting on the Company’s behalf consulted Boladale Lawal & Co. regarding any of the matters described in Item 304(a)(2)(i) or Item 304(a)(2)(ii) of Regulation S-K, including:\n\n \n\n(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 BLC that BLC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or \n\n \n\n(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. \n\n \n\nThe Company has provided Boladale Lawal & Co. with a copy of the disclosures it is making in response to this Item 4.01. The Company is not required to obtain, and is not filing, a letter from BLC with respect to the foregoing matters."}