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): July 24 7, ~~2023~~2025

HESTIA INSIGHT INC.

(Exact name of registrant as specified in its charter)

(Former Name of Registrant)

Nevada		024-11289		85-0994055
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

~~400~~ 732 S. ~~4th~~6th Street, Suite ~~500~~ 4762

Las Vegas, NV 89101

(Address of principal executive offices) (zip code)

(~~702~~516) ~~793~~212-~~4028~~0727

(Registrant’s telephone number, including area code)

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):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

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: None

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

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. ☐

Item 47.01 ~~Change~~Regulation inFD ~~Registrants Certifying Accountant~~Disclosure

~~Previous~~On July 9, 2025, Hestia ~~independent~~Insight ~~registered~~Inc. ~~public~~(the ~~accounting~~“Company”) ~~firm~~issued a press release announcing the Company’s letter to its shareholders outlining the Company’s strategic shift in its business model and corporate vision to developing AI-based technologies and services. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

OnThe information contained ~~July~~in 24this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, ~~2023~~as amended (the “~~Resignation~~Exchange ~~Date~~Act”), BFor ~~Borgers~~incorporated ~~CPA~~by PCreference (in any filing under the ~~“Former~~Securities ~~Auditor”)~~Act ~~resigned~~of 1933, as amended, or the ~~independent~~Exchange ~~registered~~Act, ~~public~~except ~~accounting~~as ~~firm~~shall ofbe ~~Hestia~~expressly ~~Insight~~set ~~Inc.~~forth ~~(the~~by ~~“Company”)~~specific reference in such a filing.

During the years ended November 30, 2022 and 2021 and through the Resignation Date, the Company has not had any disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the Former Auditor’s satisfaction, would have caused the Former Auditor to make reference thereto in its reports on the Company’s financial statements for such years.

Except as set forth below, during the years ended November 30, 2022 and 2021 and through the Resignation Date, the reports of the Former Auditor on the Company’s financial statements did not contain any adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle, except that the reports contained a paragraph stating there was substantial doubt about the Company’s ability to continue as a going concern.

The Company has requested that our Former Auditor furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of this letter is attached hereto to this Form 8-K as Exhibit 16.1.

New independent registered public accounting firm

On July 24, 2023, (the “Engagement Date”), the Company engaged Victor Mokuolu, CPA PLLC (“New Auditor”) as its independent registered public accounting firm for the Company’s fiscal year ended November 30, 2023. The decision to engage the New Auditor as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors.

During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with the New Auditor regarding either:

1. application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that the New Auditor concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

2. any matter that was either the subject of a disagreement (as defined in Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)).

Item 9.01

Financial Statements and Exhibits

Exhibit Number		Description
16.1		Letter from BF Borgers CPA PC
99.1		Press Release dated July 9, 2025

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.

	HESTIA INSIGHT INC.
Date: July 24, 2023	By:	/s/ Edward Lee
Date: July 9, 2025	By:	/s/ Edward Lee
		Edward Lee
		Chief Executive Officer

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