Current Report Filing (8-k)
May 09 2018 - 10:22AM
Edgar (US Regulatory)
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)
May 4, 2018
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sustainable
Projects group inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-54875
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81-5445107
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2316
Pine Ridge Road, 383 Naples, Florida
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34109
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
239-316-4593
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Sustainable
Petroleum Group Inc.
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(Former
name or former address, if changed since last report)
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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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Form 8-K
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Sustainable Projects Group Inc.
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Page
2
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Information
to be included in report
Item
4.01.
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Changes
in Registrant’s Certifying Accountant.
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(a)
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Termination
of Independent Registered Public Accounting Firm
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On
May 4, 2018, MNP LLP (“
MNP
”) resigned as the independent auditor of Sustainable Projects Group Inc. (“
SPGX
”).
MNP’s
audit report on the financial statements of SPGX for the year ended May 31, 2017, did not contain an adverse opinion or disclaimer
of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles.
There
have been no disagreements during the fiscal year ended May 31, 2017 and the subsequent interim period up to and including the
date of MNP’s resignation between SPGX and MNP on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of MNP, would have caused them to make
reference to the subject matter of the disagreement in connection with their report on SPGX’s financial statements for that
period. During SPGX’s fiscal year ended May 31, 2017, SPGX disclosed that its internal controls over financial reports were
not effective. SPGX’s internal control weaknesses were discussed by its Board of Directors with MNP, and MNP has been authorized
to respond fully to the inquiries of SPGX’s successor accountants with respect to such weaknesses.
SPGX
has provided MNP with a copy of this report and has requested in writing that MNP provide a letter addressed to the Securities
and Exchange Commission stating whether or not they agree with the above statements. SPGX has received the requested letter from
MNP and has included such letter as an exhibit to this report.
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(b)
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Appointment
of Independent Registered Public Accounting Firm
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On
May 4, 2018, SPGX appointed Fruci & Associates (“
Fruci
”) as its new independent auditor. The Board of Directors
unanimously approved the engagement of Fruci.
SPGX
did not consult with Fruci during the fiscal year ended May 31, 2017 and any subsequent interim period prior to their engagement
regarding: (i) the application of accounting principles to a specific completed or proposed transaction or the type of audit opinion
that might be rendered on SPGX’s financial statements, and neither a written report was provided to SPGX nor oral advice
was provided that the newly appointed auditor concluded was an important factor in reaching a decision as to the accounting, auditing
or financial reporting issue; or (ii) any matter that was either the subject of a disagreement or a reportable event as defined
and described in paragraphs (a)(1)(iv) and (a)(1)(v) of Item 304 of Regulation S-K, promulgated under the Securities Exchange
Act of 1934, as amended.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Form 8-K
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Sustainable Projects Group Inc.
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Page
3
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Sustainable Projects Group Inc. has caused this report to be signed
on its behalf by the undersigned duly authorized person.
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SUStainable Projects group inc.
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Dated
:
May 4, 2018
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By:
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/s/
Stefan Mühlbauer
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Stefan
Mühlbauer – CEO
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