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): August 29, 2025

Nevada

(State or other jurisdiction of incorporation)

000-54838

(Commission File Number)

26-1240056

 (IRS Employer Identification No.)

999 N Northlake Way Ste 203

Seattle, Washington 98103-3442

(Address of principal executive offices)(Zip Code)

(206) 517-7141

Registrant’s telephone number, including area code

____________________________________________

 (Former name or former address, if changed since last report.)

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):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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 Changes in Registrant’s Certifying Accountant.

(a)  On August 29, 2025, Artisan Consumer Goods, Inc., a Nevada corporation (the “Company”), notified Fruci & Associations II, PLLC (“Fruci”), that the Company had dismissed Fruci as the independent registered public accounting firm of the Company. The Board of Directors of the Company recommended and approved the dismissal.

The reports of Fruci regarding the Company’s financial statements as of June 30, 2024 and 2023 and the statement of operations, stockholders’ deficit and cash flows for the years then ended, contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principle.  The reports of Fruci, however, stated that there is substantial doubt about the Company’s ability to continue as a going concern.

For the years ended June 30, 2024 and 2023, and during the subsequent interim period through the date of dismissal, the Company had no disagreement with Fruci on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Fruci, would have caused them to make reference thereto in their report on the Company’s financial statements for such year ended June 30, 2024 and 2023.  There were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Fruci with a copy of the above disclosures and requested Fruci to furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. Fruci’s response is attached as Exhibit 16.1 to this Current Report on Form 8-K.

(b) On August 29, 2025, the Board of Directors of the Company resolved to engage the independent registered public accounting firm of Aloba, Awomolo & Partners (“AAP”), the Company’s new independent registered public accountants, which appointment AAP has accepted with the dismissal of Fruci.

During the two most recent fiscal years and the interim period preceding the engagement of AAPs, the Company has not consulted with AAP regarding either: (i) the application of accounting principles, (ii) the type of audit opinion that might be rendered by AAP or (iii) any other matter that was the subject of disagreement between the Company and its former auditor as described in Item 304(a)(1)(iv), or a reportable event as described in paragraph 304(a)(1)(v), of Regulation S-K. The Company did not have any disagreements with AAP and therefore did not discuss any past disagreements with AAP.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

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