Business Context and Reporting Period
This Form 8-K Current Report is filed by SurgePays, Inc. (Nasdaq: SURG), a Nevada corporation, with a report date of May 19, 2025. The filing primarily addresses a change in the company's independent registered public accounting firm.
Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This document is a disclosure of corporate governance changes rather than a financial performance report.
Material Changes
- Resignation of Auditor: On May 19, 2025, SurgePays was notified that Rodefer Moss & Co, PLLC resigned as its independent registered public accounting firm.
- Appointment of New Auditor: On May 23, 2025, the Audit Committee engaged TAAD, LLP as the new independent registered public accounting firm.
- Audit History: Rodefer's audit reports for fiscal years ended December 31, 2024, and 2023, did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, scope, or accounting principles.
- Critical Audit Matters: Rodefer's reports included a separate section on Critical Audit Matters concerning (a) the sufficiency of audit evidence over revenue and (b) the goodwill impairment assessment.
- Disagreements: The company reported no "disagreements" or "reportable events" with Rodefer during the fiscal years 2023-2024 or the subsequent period through May 19, 2025.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard disclosure of the auditor change. The resignation and appointment were executed without reported conflict between the company and the former auditor.
Key Facts for Investor Verification
- Verify the reasons for Rodefer Moss & Co, PLLC's resignation by reviewing the accompanying letter (Exhibit 16.1) filed with the SEC.
- Confirm the timeline of the transition between Rodefer and the new auditor, TAAD, LLP.
- Review the specific details of the "Critical Audit Matters" regarding revenue evidence and goodwill impairment in the 2023 and 2024 annual reports.
- Monitor future filings to ensure the new auditor, TAAD, LLP, issues an unqualified opinion on the next financial statements.