{"schema_version":"secwatch.filing_event.v1","accession":"0001214659-23-004405","form_type":"8-K","ticker":null,"cik":"0001488638","company_name":"MBG Holdings, Inc.","filed_at":"2023-03-30T23:59:59+00:00","discovered_at":"2026-05-14T18:03:45.214478+00:00","generated_at":"2026-06-17T09:10:36.113619+00:00","sec_items":["4.01","5.02"],"event_type":"other_material","sentiment":"negative","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"MBG Holdings auditor resigns; CFO and director resign; new directors and COO appointed","bullets":["Maughan Sullivan LLC resigned as independent auditor effective March 23, 2023; no disagreements but material weaknesses in internal control as of Dec 31, 2021.","CFO/Treasurer/Director Jeremie Peterkin and Director Angela Paxton resigned March 24, 2023; no disagreements cited.","Board appointed Paul Twitchell and Jason Lohe as directors on March 29, 2023; each receives $15,000/quarter and up to 75,000 shares under 2022 Equity Incentive Plan.","Samantha Sondrup appointed COO on March 29, 2023; previously SVP/Chief of Staff at MBG and COO of AMR Resources.","No new CFO appointed following Peterkin's resignation; CFO role remains vacant."],"urls":{"canonical":"https://secwatch.observer/filing/0001214659-23-004405","json":"https://secwatch.observer/filing/0001214659-23-004405.json","markdown":"https://secwatch.observer/filing/0001214659-23-004405.md","text":"https://secwatch.observer/filing/0001214659-23-004405.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1488638/000121465923004405/0001214659-23-004405-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1488638/000121465923004405/r3292318k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-17T09:10:36.113619+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"73292abbbba00d8baa3ca1d1b652acc6caff0cac","claim":"Maughan Sullivan LLC resigned as auditor of MBG Holdings, Inc..","evidence_excerpt":"On March 23, 2023, MBG Holdings, Inc. (the \"Company\") was notified that its independent registered public accounting firm, Maughan Sullivan LLC (\"Maughan\"), is resigning its engagement with the Company effective immediately.","evidence_source":"SEC 8-K Item 4.01/4.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1488638/000121465923004405/0001214659-23-004405-index.htm","confidence":0.9,"family_label":"Auditor Changes","details":[{"label":"Action","value":"resignation"},{"label":"Auditor","value":"Maughan Sullivan LLC"}],"fact_type":"auditor_change"},{"claim_id":"137de98ec7","claim":"Paul Twitchell was appointed as Director at MBG Holdings, Inc..","evidence_excerpt":"On March 29, 2023, the Board of MBG Holdings, Inc pursuant to its powers under the Company’s bylaws, appointed Paul Twitchell and Jason Lohe as members of the Board","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1488638/000121465923004405/0001214659-23-004405-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"3513888139","claim":"Jason Lohe was appointed as Director at MBG Holdings, Inc..","evidence_excerpt":"On March 29, 2023, the Board of MBG Holdings, Inc pursuant to its powers under the Company’s bylaws, appointed Paul Twitchell and Jason Lohe as members of the Board","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1488638/000121465923004405/0001214659-23-004405-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"3b58c59a60","claim":"Angela Paxton resigned as Director at MBG Holdings, Inc..","evidence_excerpt":"On March 24, 2023 Angela Paxton tendered her resignation in writing as a Director of MBG Holdings, Inc. to the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1488638/000121465923004405/0001214659-23-004405-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"8cca519232","claim":"Jeremie Peterkin resigned as Chief Financial Officer, Treasurer and Director at MBG Holdings, Inc..","evidence_excerpt":"On March 24, 2023 Jeremie Peterkin tendered his resignation in writing as Chief Financial Officer, Treasurer and Director of MBG Holdings, Inc. to the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1488638/000121465923004405/0001214659-23-004405-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Chief Financial Officer, Treasurer and Director"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}