8-K/A: Deep Green Waste Changes Auditor After PCAOB Revocation

Deep Green Waste & Recycling, Inc. announced a change in its independent registered public accounting firm, dismissing Michael T. Studer CPA P.C. and engaging HHL LLP, following a PCAOB order revoking the former auditor's registration.

Summary

• Deep Green Waste & Recycling, Inc. dismissed Michael T. Studer CPA P.C. (MTS CPA) as its independent registered public accounting firm on December 30, 2024, with the dismissal becoming effective on January 2, 2025.
• The Public Company Accounting Oversight Board (PCAOB) subsequently issued an order (number 105-2025-022-Studer) revoking MTS CPA's registration.
• As a direct consequence of the PCAOB action, financial statements audited by MTS CPA and issued after the revocation date will be labeled as unaudited.
• MTS CPA's reports on the company's financial statements for the fiscal years ended December 31, 2023, and December 31, 2022, did not contain adverse opinions or disclaimers, nor were they qualified, except for an explanatory paragraph regarding the company's ability to continue as a going concern.
• No disagreements on accounting principles or practices, financial statement disclosure, or auditing scope/procedures were reported with MTS CPA during the specified periods.
• The company engaged HHL LLP (HHL) as its new independent registered public accounting firm, effective January 2, 2025, with the engagement approved by the Board of Directors.
• Neither the company nor anyone acting on its behalf consulted with HHL regarding accounting principles or audit opinions prior to their engagement.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the PCAOB's revocation of the former auditor's registration, which casts doubt on the reliability of past financial statements and highlights potential underlying issues, including a going concern explanatory paragraph.

Positives

• No disagreements were reported with the former auditor, Michael T. Studer CPA P.C., on any matter of accounting principles or practices, financial statement disclosure, or auditing scope/procedures.
• The company proactively engaged a new independent registered public accounting firm, HHL LLP, effective January 2, 2025, ensuring continuity of audit services.

Negatives

• The Public Company Accounting Oversight Board (PCAOB) revoked the registration of the former independent registered public accounting firm, Michael T. Studer CPA P.C., which is a significant regulatory action.
• Financial statements audited by Michael T. Studer CPA P.C. and issued after the PCAOB revocation date will be labeled as unaudited, potentially impacting their reliability and investor confidence.
• The former auditor's reports for fiscal years ended December 31, 2023, and December 31, 2022, included an explanatory paragraph regarding the company's ability to continue as a going concern, indicating underlying financial uncertainty.

Risks

• Past financial statements audited by Michael T. Studer CPA P.C. may be re-labeled as unaudited, potentially leading to a loss of investor confidence and requiring re-audits or additional disclosures.
• The 'going concern' explanatory paragraph in previous audit reports indicates significant uncertainty about the company's ability to continue operations.
• Increased regulatory scrutiny may arise due to the PCAOB's revocation of the former auditor's registration.

Future Outlook

No specific forward-looking statements or guidance regarding future financial performance or strategic direction were provided in this filing.

Management Comments

• Michael T. Studer CPA P.C. stated in their letter to the SEC: "We have read the disclosures under item 4.01. Changes in Registrants Certifying Accountant in the Companys current report on Form 8-K. dated July 29, 2025, and we are in agreement with the disclosures there under as it relates to our firm."
• Michael T. Studer CPA P.C. also noted: "We have no basis to agree or disagree with other statements contained under such Item 4.01."

Industry Context

This filing primarily concerns corporate governance and financial reporting integrity rather than specific industry trends in waste and recycling. The PCAOB revocation highlights the critical importance of auditor oversight and compliance within the broader financial market, emphasizing the need for companies to maintain robust financial controls and transparent reporting practices.

Corporate Governance

Stakeholder Impact

• Shareholders may face uncertainty regarding the reliability of previously audited financial statements and potential negative impact on share price due to the PCAOB revocation and the 'going concern' warning.
• Investors will need to re-evaluate past financial data and consider the implications of the 'unaudited' label for certain periods.
• Regulatory authorities, including the SEC and PCAOB, will likely maintain scrutiny over the company's financial reporting practices.

Next Steps

• The company will need to ensure that financial statements previously audited by MTS CPA are appropriately re-labeled as unaudited if issued after the PCAOB revocation date.
• The new auditor, HHL LLP, will be responsible for future audits, which may involve reviewing past periods impacted by the former auditor's status to ensure compliance and accuracy.

Key Dates

Recommendation

While the dismissal of the auditor due to PCAOB revocation and the 'going concern' warning are significant negatives, the company has promptly engaged a new auditor. The immediate impact on past financial statements being labeled unaudited creates uncertainty. A 'hold' recommendation is appropriate to observe how the company addresses the implications of the unaudited statements and how the new auditor's work progresses, rather than an immediate 'sell' which might be premature without further clarity on the financial impact.

Keywords

Waste Management, Recycling, SEC Filing, Auditor Change, PCAOB Revocation, Financial Reporting, Corporate Governance, Going Concern, 8-K/A