Universal Security Instruments Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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UNIVERSAL SECURITY INSTRUMENTS, INC.
(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:
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined 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 check mark 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. ¨
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 4.01. | Changes in Registrant's Certifying Accountant. |
On November 1, 2024, CBIZ CPAs P.C. (“CBIZ”) acquired the attest business of Marcum LLP (“Marcum”). Accordingly, on June 2, 2025, as a result of the acquisition, Marcum resigned as the named audit firm of Universal Safety Products, Inc., formerly “Universal Security Instruments, Inc.” (the “Company”), and, with the approval of the Company’s Audit Committee of the Board of Directors, CBIZ was engaged as the Company’s independent registered public accounting firm on the same date.
The audit reports of Marcum on the financial statements for the Company’s past two fiscal years did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended March 31, 2024 and March 31, 2025, and the subsequent period through June 2, 2025 (the date of Marcum’s resignation), there were no disagreements (as defined in Item 304(a)(1)(iv) of regulation S-K and the related instructions to Item 304 of Regulation S-K) with Marcum, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Marcum’s satisfaction, would have caused Marcum to make reference to the subject matter of the disagreement in its reports on the consolidated financial statements for such years.
During the fiscal years ended March 31, 2024 and March 31, 2025, and the subsequent period through June 2, 2025, other than the material weaknesses in the Company’s internal controls over financial reporting reported by the Company as of March 31, 2024, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). The material weaknesses previously disclosed are as follows:
| · | A material weakness arose during the fiscal years ended March 31, 2024, and 2023, in the management review controls over classification of and disclosure of amounts within the financial statements. |
| · | A material weakness arose during the fiscal years ended March 31, 2024, and 2023, in the management review controls over the classification of and accounting for income taxes. |
| · | A material weakness arose during the fiscal year ended March 31, 2024, in management’s review and control over documentation supporting entries posted to the Company’s general ledger. |
The Company has provided a copy of this Form 8-K to Marcum prior to its filing with the U.S. Securities and Exchange Commission (“SEC”) and requested Marcum to furnish a letter addressed to the SEC as required by Item 304(a)(3) of Regulation S-K stating whether Marcum agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of a letter from Marcum dated June 6, 2025 is attached as Exhibit 16.1 to this Report and is incorporated herein by reference.
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On June 2, 2025, the Audit Committee of the Company’s Board of Directors engaged CBIZ as its independent registered public accounting firm for the year ending March 31, 2025, effective immediately.
During the Company’s fiscal years ended March 31, 2024 and March 31, 2025, and the subsequent interim period through June 2, 2025, neither the Company nor anyone acting on its behalf has consulted with CBIZ regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed herewith:
Exhibit No.
| 16.1 | Letter of Marcum LLP |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 thereunto duly authorized.
| UNIVERSAL SAFETY PRODUCTS, INC. | ||
| Date: June 6, 2025 | By: | /s/ Harvey B. Grossblatt |
| Harvey B. Grossblatt | ||
| President | ||
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