Item 4.01. Changes in Registrant's Certifying Accountant.
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
Exhibit Description
16.1 Letter to Securities and Exchange Commission dated August 31, Included
2021 from Fruci regarding change in independent registered
public accounting firm
Form 8-K Sustainable Projects Group Inc. Page 3
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