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<br> of Report (Date of earliest event reported) | March 2, 2022 | |
|---|---|---|
| Plasma Innovative Inc. | ||
| --- | ||
| (Exact<br> name of registrant as specified in its charter) | ||
| Nevada | 333-259772 | 87-1918342 |
| --- | --- | --- |
| (State<br> or other jurisdiction of<br><br>incorporation) | (Commission<br> File Number) | (IRS<br> Employer<br><br>Identification No.) |
| 523 School House Rd. Kennett Square, PA | 19348 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) | |
| Registrant’s<br> 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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under 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<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
-1-
Item4.01 Change in Registrant’s Certifying Accountant
On March 2, 2022, Plasma Innovative Inc. (“Company”) terminated Sadler, Gibb & Associates, LLC (“Former Auditor”) as its independent registered public accounting firm. On March 3, 2022, the Company hired Jack Shama, CPA, MA (“New Auditor”) as its independent registered public accountant 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’s audit report on the financial statements of the Company as at and for the fiscal year ended August 31, 2021 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such report contained an explanatory paragraph in respect to uncertainty as to the Company’s ability to continue as a going concern.
(b) During fiscal year ended August 31, 2021 and through March 2, 2022, there were no disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the Former Auditor’s satisfaction would have caused it to make reference thereto in connection with the Former Auditor’s reports on the financial statements for such years. During fiscal year ended August 31, 2021 and through March 2, 2022, there were no events of the type described in Item 304(a)(1)(v) of Regulation S-K.
(c) During fiscal year ended August 31, 2021 and through March 2, 2022, 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 3, 2022, 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 4, 2022 is attached hereto as Exhibit 16.1.
Item9.01 Financial Statements and Exhibits.
Exhibit 16.1 - Letter from Sadler, Gibb & Associates, LLC dated March 4, 2022.
-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 | |
| President | |
| Date: | March 7, 2022 |
| --- | --- |
-3-
March 4, 2022
Securities and Exchange Commission
100 F Street, N.W.
Washington, D.C. 20549-7561
Ladies and Gentlemen,
We have read the statements of Plasma Innovative Inc. relating to the event described under Item 4.01 of Form 8-K dated March 2, 2022, and we agree with such statements as they pertain to our firm.
Respectfully,
Sadler, Gibb & Associates, LLC
Draper, UT
S|GPhone: 801-783-2950 | Fax: 801-783-2960
| 344 West 13800 South, Suite 250, Draper, UT 84020 | sadlergibb.com