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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):  November 28, 2024

 

    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.)
 
523 School House Rd.
Kennett Square, PA		   19348
(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 Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement 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 of each class  Trading Symbol(s)  Name of each exchange on which registered
N/A  N/A  N/A

 

 
 

Item 4.01 Change in Registrant’s Certifying Accountant

 

On November 28, 2024, ESG Inc. (“Company”) terminated Qi CPA LLC (“Former Auditor”) as its independent registered public accounting firm. On November 28, 2024, the Company hired RH CPA (“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 December 31, 2022 and 2023 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 December 31, 2023 and through November 28, 2024, 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 December 31, 2023 and through November 28, 2024, there were no events of the type described in Item 304(a)(1)(v) of Regulation S-K.
(c)During fiscal year ended December 31, 2023 and through November 28, 2024, 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 November 28, 2024, 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 September 15 2023 is attached hereto as Exhibit 16.1.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit 16.1 - Letter from Qi CPA LLC dated November 28, 2024

 

 -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: November 29, 2024

 

 -3-

Exhibit 16.1

 

QI CPA LLC

129 Rockaway Ave #1008

Valley Stream, NY 11580

fei.qi@feiqicpa.com

 

 

November 28, 2024

 

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 November 28, 2024 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,

 

QI CPA LLC

 

Valley Stream, NY

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