Item 4.01. Changes in Registrant's Certifying Accountant.

(a) Former Independent Registered Public Accounting Firm. Pharmagreen Biotech, Inc. (the "Company") has accepted the resignation of Sadler, Gibb & Associates, LLC ("SGA") as its independent registered public accounting firm, which resignation was submitted to the Company in a letter dated April 27, 2023, the date on which the Company became aware of such letter. A copy of SGA's letter of resignation is attached hereto as Exhibit 16.1.

The reports of SGA on the financial statements of the Company for the fiscal year ended September 30, 2022 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. In connection with its audits of the Company's financial statements for the fiscal period ended December 31, 2022, there were no disagreements with SGA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of SGA, would have caused it to make reference thereto in its report on the financial statements for such years or periods, as the case may be.

The Company has provided SGA with a copy of this Current Report on Form 8-K, in accordance with Item 304(a)(3) of Regulation S-K and requested that SGA provide the Company with a letter addressed to the SEC stating whether or not SGA agrees with the above disclosures. A copy of SGA's letter to the SEC dated May 16, 2023, is attached hereto as Exhibit 16.2.

(b) New Independent Registered Public Accounting Firm. On May 4, 2023, the Board of Directors of the Company approved the appointment of Turner, Stone & Company L.L.P. ("Turner Stone") as the Company's new independent registered public accounting firm, effective immediately. During the Company's two most recent fiscal years ended September 30, 2022 and 2021, and the subsequent interim period through May 4, 2023, neither the Company nor anyone acting on behalf of the Company had consulted Turner Stone regarding either: (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, nor did Turner Stone provide a written report or oral advice to the Company that Turner Stone concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was either the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a "reportable event" (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description

  16.1          Letter from Sadler, Gibb & Associates, LLC to the Company dated
              April 27, 2023

  16.2          Letter from Sadler, Gibb & Associates, LLC to the Securities and
              Exchange Commission, dated May 16, 2023

104           Cover Page Interactive Data File (formatted as Inline XBRL and
              contained in Exhibit 101)





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