Norris Industries, Inc.

BDO formally told Norris Industries' board that its historical accounting for the Preferred Stock (classified as permanent equity since fiscal 2018) was wrong and that the fiscal 2024 and 2025 financial statements shouldn't be relied upon. Management disagrees and has not concluded a restatement is needed, and plans to bring in an independent accounting advisor to referee the dispute; separately, the preferred stockholder contributed its shares back to the company and they were cancelled, though that doesn't resolve the underlying accounting question.

financial restatement

Just over three months after taking over, Norris Industries dismissed BDO amid a real dispute: BDO believed the company's Series A Convertible Preferred Stock should have been classified as temporary (mezzanine) rather than permanent equity. The company also disclosed four material weaknesses in internal controls, including inexperienced accounting staff, no independent audit committee, and no segregation of duties - and had not yet lined up a new auditor.

auditor change

The company renamed itself from International Western Petroleum to Norris Industries (new ticker NRIS), tripled its authorized share count, and created a new "blank check" preferred stock class - using it to convert a $750,000 promissory note owed to JBB Partners into 1,000,000 shares of new Series A Preferred Stock, eliminating that debt.

capital raising announcement

International Western Petroleum (later renamed Norris Industries) bought working interests in two small Coleman County, Texas oil/gas ventures - 39.5% of the "1A" venture and 50% of the "1B" venture - from International Western Oil Corp, a company under common control: officers Benjamin Tran and Ross Ramsey ran both sides of the deal. Consideration was a $22,263/month operating retainer plus 500,000 total shares of company stock; management's own (unaudited) estimate put 1A's reserves at about 5.3 million barrels.

asset acquisition disposition