8-K
ESG Inc. (ESGH)
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) | March 23, 2025 | |
|---|---|---|
| ESG Inc. | ||
| --- | ||
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 333-259772 | 87-1918342 |
| --- | --- | --- |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 433 East Hillendale Road<br><br> <br>Chadds Ford, PA | 19317 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code | 267-467-5871 | |
| --- | --- |
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<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
1
Item 4.01 Change in Registrant’sCertifying Accountant
On March 23, 2025, ESG Inc. (“Company”) terminated RH CPA (“Former Auditor”) as its independent registered public accounting firm. On March 23, 2025, the Company hired Prager Metis CPAs, LLC (“New Auditor”) as its independent registered public accounting firm which was approved by the Company’s Board of Directors.
Pursuant to applicable rules, the Company makes the following additional disclosures:
(a) The Former Auditor has not provided any audit or review work for the Company.
(b) There were no disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. There were no events of the type described in Item 304(a)(1)(v) of Regulation S-K.
(c) During the two most recent fiscal years ended December 31, 2024 and through March 23, 2025, the Company did not consult with the New Auditor with respect to any matter whatsoever including without limitation with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.
On March 23, 2025, the Company provided the Former Auditor with a copy of the foregoing disclosure and requested that it furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of the letter from the Former Auditor dated March 23 2025 is attached hereto as Exhibit 16.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit 16.1 - Letter from RH CPA dated March 23, 2025
2
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.
| /s/ Zhi Yang |
|---|
| Zhi Yang |
| CEO |
| Date: March __, 2025 |
3
 |
Tel: +1 914-299-2750 |
|---|---|
| 21543 48^th^ avenue, Suite 2D, Bayside, NY 11364 | Email: Vivianhu@rhgroupcpa.com |
March 23, 2025
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC, 20549
Commissioners:
We have read the statements under Item 4.01 in the Form 8-K dated March 23, 2025 of ESG, Inc. (the Company”) to be filed with the Securities and Exchange Commission and we agree with such statements therein as related to our firm. We have no basis to agree or disagreement with other statements made by the Company in the Form 8-K.
Sincerely,
/s/ RH CPA
RH CPA