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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