UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-U
CURRENT REPORT
Pursuant Regulation A of the Securities Act of 1933
May 9, 2024
(Date of Report (Date of earliest event reported))
Rayton Solar, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 46-4933370 |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
9854 National Blvd. #478, Los Angeles, CA | 90034 |
(Address of principal executive offices) | (ZIP Code) |
(949) 538-7165
(Registrant's telephone number, including area code)
Common Shares
(Title of each class of securities issued pursuant to Regulation A)
Item 4. Changes in Issuer’s Certifying Accountant
Other Events
On May 9, 2024, the Board of Directors of Rayton Solar, Inc. (the “Company”), approved the dismissal of BF Borgers CPA PC (“BF Borgers”) as the Company’s independent registered public accounting firm. On May 3, 2024, the Securities and Exchange Commission (the “SEC”) announced that it had settled charges against BF Borgers that it failed to conduct audits in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”). As part of the settlement, BF Borgers agreed to a permanent ban on appearing or practicing before the SEC (the “Ban”). As a result of BF Borgers’ settlement with the SEC, the Company dismissed BF Borgers as its independent accountant.
The Board of Directors is in the process of engaging a new public accounting firm and will provide an updated disclosure as soon as that occurs. This will also result in further delay of the Company’s ability to file its Form 1-K with audited financial statements for the fiscal years ended December 31, 2023 and 2022.
The reports of BF Borgers on the Company’s consolidated financial statements for the fiscal years ended December 31, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph relating to the Company’s ability to continue as a going concern.
The U.S. Securities and Exchange Commission (the “SEC”) has advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it agrees with the statements herein, the Company may indicate that BF Borgers is not currently permitted to appear or practice before the SEC for reasons described in the SEC’s Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, dated May 3, 2024.
SIGNATURE
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Rayton Solar, Inc. | ||
Date: May 13, 2024 | By: | /s/ Andrew Yakub |
Andrew Yakub | ||
Chief Executive Officer |