Form 8-K - Current report
October 24 2023 - 5:07PM
Edgar (US Regulatory)
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2023-10-24
2023-10-24
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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): October 24, 2023
| Sustainable
Projects group Inc. |
| (Exact
name of registrant as specified in its charter) |
| Nevada |
|
000-54875 |
|
81-5445107 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| Tankedraget
7, DK-9000 Aalborg |
|
DK-9000 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code +45 3164 6400
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:
| ☐ |
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.
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
4.01. Changes in Registrant’s Certifying Accountant.
Previous
Independent Registered Public Accounting Firm
On
October 24, 2023, Sustainable Projects Group Inc. (the “Company”) dismissed K. R. Margetson Ltd. (“Margetson”)
as the Company’s independent registered public accounting firm, effective immediately. The Public Company Accounting Oversight
Board revoked the registration of Margetson on September 12, 2023. Margetson audited the consolidated financial statements of the Company
for the years ended December 31, 2022 and 2021; the reports of Margetson on such financial statements did not contain an adverse opinion
or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that
in its reports on the financial statements for the years ended December 31, 2022 and 2021, Margetson included a paragraph regarding the
existence of substantial doubt about the Company’s ability to continue as a going concern.
In
connection with the reports of Margetson on the Company’s consolidated financial statements for the years ended December 31, 2022
and December 31, 2021 and the subsequent interim period through the date of this Current Report on Form 8-K (this “Report”)
there were: (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K) between the Company and Margetson on any matter
of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved
to Margetson satisfaction, would have caused Margetson to make reference to the subject matter of the disagreement in connection with
its reports; and (ii) no “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K), except for the material
weaknesses in the Company’s internal control over financial reporting previously disclosed under Part II, Item 9A of the Company’s
Annual Reports on Form 10-K for the years ended December 31, 2022 and 2021. The material weakness identified were (1) lack of a functioning
audit committee and lack of a majority of outside directors on the Company’s Board of Directors (the “Board”), resulting
in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation
of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting
with respect to the requirements and application of US GAAP and Securities and Exchange Commission (“SEC”) disclosure requirements;
and (4) ineffective controls over period end financial disclosure and reporting processes. Margetson provided written communication
to the Board regarding these material weaknesses, and these material weaknesses were discussed by the Board with Margetson. The Board
has authorized Margetson to respond fully to the inquiries of the successor independent registered public accounting firm concerning
these material weaknesses.
Pursuant
to Item 304(a)(3) of Regulation S-K, the Company provided Margetson with a copy of the disclosures it is making in this Report and requested
that Margetson furnish a letter addressed to the SEC stating whether it agrees with the above statements. A copy of Margetson’s
letter dated October 24, 2023 is attached as Exhibit 16.1 to this Report.
New
Independent Registered Public Accounting Firm
On
October 24, 2023 (the “Engagement Date”), the Company engaged Centurion ZD CPA & Co. (“Centurion”) as its
independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023. The decision to engage Centurion
as the Company’s independent registered public accounting firm was approved by the Board.
During
the years ended December 31, 2022 and 2021 and through the Engagement Date, neither the Company, nor anyone on its behalf, consulted
Centurion regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company’s financial statements, and no written report was provided to the Company
or oral advice was provided that Centurion concluded was an important factor considered by the Company 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” (as
defined in Item 304(a)(1)(iv) of Regulation S-K) or any “reportable event” (as described in Item 304(a)(1)(v) of Regulation
S-K).
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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.
| |
SUSTAINABLE
PROJECTS GROUP INC. |
| |
|
|
| Date:
October 24, 2023 |
By: |
/s/
Sune Mathiesen |
| |
|
Sune
Mathiesen |
| |
|
Chairman,
President and Chief Executive Officer |
Exhibit 16.1
| K.
R. MARGETSON LTD. |
Chartered
Professional Accountant |
| 331
East 5th Street |
Tel:
604.220.7704 |
| North
Vancouver BC V7L 1M1 |
Fax:
1.855.603.3228 |
| Canada |
|
| keith@krmargetson.com |
|
October 24, 2023
|
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549 |
|
Commissioners:
I have read the statements made by Sustainable Projects
Group Inc. (the “Company”), which I understand will be filed with the Securities and Exchange Commission pursuant to Item
4.01 of Form 8-K, as part of the Form 8-K of the Company dated October 24, 2023. I agree with the statements concerning my firm in such
Form 8-K.
Yours very truly,
Keith Margetson, CPA, CA,
v3.23.3
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