Current Report Filing (8-k)
September 01 2021 - 7:54AM
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) August 26, 2021
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
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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2316
Pine Ridge Rd, 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 239-307-2925
225
Banyan Boulevard, Suite 220, Naples, Florida 34102a
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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N/A
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N/A
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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
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Item
4.01.
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Changes
in Registrant’s Certifying Accountant.
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a Termination
of Independent Registered Public Accounting Firm
On
August 26th, 2021, Fruci & Associates II, PLLC (“Fruci”) was terminated as the independent auditor of Sustainable
Projects Group Inc. (“SPGX”). Fruci’s audit report on the financial statements of SPGX for the year ended December
31, 2019, did not contain an adverse opinion or disclaimer of opinion, nor was it qualified as to uncertainty, audit scope, or accounting
principles except that it provided a modified opinion for the substantial doubt to continue as a going concern.
There
have been no disagreements during the fiscal year ended December 31, 2019 and the subsequent interim period up to and including the date
of Fruci’s termination between SPGX and Fruci on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which, if not resolved to the satisfaction of Fruci, 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 December 31, 2019, 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 Fruci, and Fruci has been authorized to respond fully to the
inquiries of SPGX’s successor accountants with respect to such weaknesses.
SPGX
has provided Fruci with a copy of this report and has requested in writing that Fruci 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 Fruci and
has included such letter as an exhibit to this report.
b Appointment
of Independent Registered Public Accounting Firm
On
August 26, 2021, SPGX appointed K.R. Margetson Ltd (“Margetson”) as its new independent auditor. The Board of Directors unanimously
approved the engagement of Margetson.
SPGX
did not consult with Margetson during the fiscal year ended December 31, 2019 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:
September 1, 2021
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By:
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/s/
Stefan Muehlbauer
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Stefan
Muehlbauer – CEO
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