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

~~July~~August 1320, 2018 (~~July~~August 214, 2018)

Date of Report (Date of earliest event reported)

ZERO GRAVITY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

NEVADA

000-55345

46-1779352

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

190 NW Spanish River

Boulevard Boca Raton, Florida

33431

(Address of principal

executive offices)

(Zip Code)

(561) 416-0400

(Registrant’s telephone

number, including area code)

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 (see General Instruction A.2. below):

	☐ 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. ☐

Unless otherwise provided in this Current Report on Form 8-K, all references to “we,” “us,” “our,” “ZGSI” or the “Company” refer to the Registrant, Zero Gravity Solutions, Inc.

Item 14.01 Changes in Registrant’s Certifying Accountant.

~~Entry~~Resignation ~~into~~of aIndependent ~~Material~~Registered ~~Definitive~~Public ~~Agreement~~Accounting Firm

Effective onAugust ~~June 28~~14, 2018, ~~the~~Crowe ~~Company~~LLP ~~terminated~~(“Crowe") ~~its~~resigned ~~private~~as ~~offering~~the ofindependent upregistered topublic ~~$10,000,000~~accounting offirm ~~its securities, consisting~~ of the upCompany. toCrowe ~~3,333,333~~served ~~shares~~as ofthe ~~its~~independent ~~common~~registered ~~stock,~~public ~~par~~accounting ~~value~~firm ~~$0.001~~of ~~per~~the ~~share~~Company ~~(“Common~~since ~~Stock”),~~February ~~at $3.00 per share~~8, ~~which was initiated in October 2016~~2017.

OnThe ~~June~~report ~~29,~~of ~~2018,~~Crowe on the Company’s ~~initiated~~financial astatements ~~new~~for ~~private~~the ~~offering~~year ofended ~~its~~December ~~securities to certain prospective accredited investors~~31, ~~including~~2017 ~~certain members of the Board of Directors~~ and~~/or~~ ~~their~~December ~~respective affiliates~~31, in2016 ~~reliance~~did ~~upon~~not ~~the~~contain ~~exemptions~~any ~~provided~~adverse inopinion ~~the~~or ~~Securities~~a ~~Act~~disclaimer of ~~1933,~~opinion asand ~~amended~~was ~~(the~~not ~~“Securities~~qualified ~~Act”),~~or ~~including~~modified ~~Regulation~~as ~~D, Rule 506(b) (the “Notes Offering”), consisting of up~~ to ~~$2,000,000~~audit ofscope ~~secured~~or ~~convertible~~accounting ~~promissory notes (the “Notes”)~~principles, ~~and~~except ~~two-year~~that ~~warrants~~there ~~(the~~was ~~“Note~~an ~~Warrants”)~~explanatory toparagraph ~~purchase~~describing upconditions tothat ~~2,000,000~~raised ~~shares~~substantial ofdoubt ~~Common~~about ~~Stock. The Notes Offering will terminate on July 31, 2018, unless extended by~~ the Company,’s ~~and~~ability ~~may~~to ~~consist~~continue ofas ~~one~~a orgoing ~~more closings~~concern.

~~The~~During ~~Notes~~the ~~bear~~fiscal ~~interest~~year atended ~~10%~~December ~~annually~~31, ~~payable~~2017 ~~quarterly~~and inDecember ~~arrears~~31, ~~maturing~~2016 ~~two~~and ~~years~~the ~~from~~subsequent ~~the~~interim ~~date~~period ofthrough ~~issuance~~August 14, ~~and~~2018, ~~may~~(the be"Review ~~prepaid~~Period") (i) bythere were no disagreements between the Company, ~~without~~and ~~penalty~~Crowe on any matters of accounting principles or ~~premium~~practices, atfinancial ~~any~~statement ~~time~~disclosure ~~prior~~or toauditing ~~maturity.~~scope ~~Further~~and procedures which, if not resolved to the ~~Notes~~satisfaction ~~are~~of ~~secured~~Crowe bywould have caused Crowe to make reference to the ~~assets~~matter of the ~~Company~~disagreement ~~and~~in connection with its ~~subsidiaries.~~report Inon ~~addition~~the toCompany’s ~~other~~financial ~~customary~~statements ~~terms,~~and ~~the~~(ii) ~~Notes~~there ~~will~~were ~~automatically~~no ~~convert~~“reportable ~~into~~events” ~~shares~~(as that term is described in Item 304(a)(1)(v) of ~~Common~~Regulation ~~Stock~~S-K), ifexcept ~~and~~that ~~when~~ the Company's ~~issues~~internal ~~securities~~control atover afinancial ~~price~~reporting ~~per~~was ~~share~~not ofeffective ~~less~~due ~~than~~to ~~$3.00~~the ~~per~~existence ~~share~~of material weaknesses, atas adisclosed ~~conversion~~in ~~price~~the ~~per~~Company's ~~share~~Annual ~~equal~~Report toon ~~such~~Form ~~lower~~10-K ~~price~~for the fiscal year ended December 31, 2017.

~~The~~● ~~Note~~Management ~~Warrants~~noted ~~are~~that ~~exercisable into shares of Common Stock by~~ the ~~holder~~Company ~~thereof~~does ~~within~~not 2have ~~years~~effectively ofdesigned ~~issuance,~~and atimplemented anentity ~~exercise~~level ~~price of $1~~controls.00 ~~per~~These ~~share.~~include Innot ~~addition,~~having ~~the~~properly ~~Note~~designed ~~Warrants~~and ~~are~~implemented ~~subject~~controls to ~~adjustment~~identify ~~upon~~risks ~~the~~relevant ~~occurrence of specified events including, but not limited~~ to, afinancial ~~payment of certain stock dividends~~reporting, acommunicating ~~subdivision~~financial orreporting ~~combination~~roles ofand ~~the Company’s outstanding shares of Common Stock~~responsibilities, ainsuring ~~reclassification~~communications ofwith the ~~Common~~audit ~~Stock,~~committee aand ~~consolidation~~external orparties ~~merger~~are ofcomplete ~~the~~and ~~Company~~accurate, aand ~~sale~~monitoring ~~or transfer of all or substantially all of~~ the ~~assets~~effectiveness of ~~the~~internal ~~Company,~~control orover ~~any~~financial ~~compulsory share exchange affecting the Company~~reporting.

~~Between~~● ~~June~~Management ~~29,~~noted ~~2018~~that ~~and July 2, 2018,~~ the Company ~~closed~~does onnot ~~$1,250,000~~have ineffectively ~~proceeds~~designed ~~from the Notes Offering,~~ and ~~thereafter~~implemented ~~issued~~segregation ~~Notes having an aggregate principal balance~~ of ~~$1,250,000~~duties and ~~Note~~period ~~Warrants~~end tofinancial ~~purchase,~~reporting ~~in the aggregate, up to 1,250,000 shares of Common Stock~~controls. ~~Michael~~This T.is ~~Smith,~~mostly andue ~~accredited~~to ~~investor~~a ~~and~~limited ~~member~~number of ~~our~~employees ~~Board~~among ofwhom ~~Directors,~~duties ~~invested~~can inbe ~~the Notes Offering~~allocated.

~~The~~● ~~foregoing~~Management ~~descriptions~~noted ofthat the ~~Notes~~Company ~~and~~does ~~Note~~not ~~Warrants~~have doeffectively ~~not~~designed ~~purport~~and implemented review controls to beensure ~~complete~~that the accounting for significant and complex transactions are ~~qualified~~recorded in ~~their~~accordance ~~entirety~~with bygenerally ~~reference~~accepted accounting principles. Specifically the Company does not have properly designed controls over the review of memoranda to support the ~~full~~accounting ~~text~~for significant transactions, accounts and/or assertions, the accuracy of and conclusions reached in reports prepared by third-party valuation specialists, the ~~Notes~~completeness and ~~Note~~accuracy ~~Warrants~~of ~~filed~~the asCompany's ~~Exhibits~~tax ~~10.1~~provision; and ~~10.2~~the ~~hereto,~~overall ~~respectively,~~presentation of and ~~are~~disclosures ~~incorporated~~in ~~herein~~the byconsolidated ~~reference~~financial statements.

To● ~~date,~~Management ~~the~~noted ~~aggregate~~that ~~gross~~the ~~proceeds~~Company ~~received~~does innot ~~connection~~have ~~with~~effectively ~~the~~designed ~~Notes Offering equal $1,250,000,~~ and ~~proceeds~~implemented ~~net~~controls ofrelated ~~commission~~to ~~were~~information ~~$1,212,500.~~systems ~~Commissions~~user inaccess ~~connection~~or ~~with~~change ~~the Notes Offering investment totaled $37,500 in the aggregate~~management. The Company ~~intends~~has tonot ~~use~~designed ~~the~~or ~~proceeds~~implemented ~~from~~appropriate ~~the~~user ~~Notes~~access ~~Offering~~or ~~for~~change ~~growing~~management ~~its~~review ~~sales~~controls ~~and~~that ~~distributor~~would ~~networks,~~decrease ~~general~~the ~~corporate~~susceptibility ~~purposes and working capital, acquisitions~~ of ~~assets,~~financially orsignificant ~~expansion~~systems ofto ~~its~~unauthorized ~~existing~~changes ~~product~~and ~~lines,~~inappropriate ~~businesses~~user ~~or operations~~access.

The Company ishas ~~providing~~provided ~~this~~Crowe ~~report in accordance~~ with ~~Rule~~a ~~135c~~copy ~~under~~of the ~~Securities~~foregoing ~~Act~~disclosure, and ~~the~~requested ~~notice~~that ~~contained~~Crowe ~~herein~~furnish ~~does~~the ~~not~~Company ~~constitute~~with ana ~~offer~~letter addressed to ~~sell~~ the ~~Company’s~~Securities ~~securities,~~ and isExchange ~~not~~Commission astating ~~solicitation~~whether ~~for~~or annot ~~offer~~it toagrees ~~purchase~~with ~~the~~such ~~Company’s securities~~disclosure. A ~~The~~copy ~~securities~~of ~~offered~~the ~~have~~letter ~~not~~from ~~been~~Crowe ~~registered~~addressed ~~under~~to the Securities ~~Act, as amended,~~ and ~~may~~Exchange ~~not~~Commission bedated ~~offered~~as orof ~~sold~~August in20, ~~the~~2018 ~~United~~is ~~States~~filed ~~absent~~as ~~registration~~Exhibit or16.1 anto ~~applicable~~this ~~exemption~~Form ~~from the registration requirements~~8-K.

~~Item~~Appointment ~~2.03~~of Independent Registered Public Accounting Firm

~~Creation~~Effective August 20, 2018, the Company engaged Salberg & Company, P.A. (“Salberg”) as its new independent registered public accounting firm effective immediately. Salberg will audit the Company’s financial statements for the fiscal year ended December 31, 2018 and will conduct reviews of athe ~~Direct~~Company’s ~~Financial~~unaudited ~~Obligation~~quarterly orfinancial statements on an ~~Obligation~~ongoing ~~under~~basis anbeginning ~~Off-Balance~~with ~~Sheet~~the ~~Arrangement~~financial ofstatements afor ~~Registrant~~the quarter ended March 31, 2018.

~~Reference~~During isthe ~~made~~Review Period and through the date of engagement with Salberg, neither the Company nor anyone on its behalf consulted with Salberg with respect to (i) the ~~disclosure~~application ~~set~~of ~~forth~~accounting ~~under~~principles ~~Item~~to ~~1.01~~a ~~above~~specified transaction, ~~which~~either ~~disclosure~~completed isor ~~incorporated~~proposed, ~~herein~~or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that Salberg concluded was an important factor considered by ~~reference~~the Company 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” (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 3.02

Unregistered Sales of Equity Securities

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

The Company has sold the securities in a private transaction in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder since, among other things, the above transaction did not involve a public offering. Additionally, the Company relied on similar exemptions under applicable state laws. The Holders had access to information about the Company and their investments, took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities. Upon issuance, the resale of the securities will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

1016.1 ~~Form~~ Letter offrom ~~10%~~Crowe ~~Secured~~LLP, ~~Convertible~~dated ~~Promissory~~August ~~Note~~20, ~~used in the Notes Offering~~2018.

10.2 Form of Warrant used in the Notes Offering.

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.

	Zero Gravity Solutions, Inc.
Date: July 13, 2018	By:	/s/ Timothy A. Peach
Date: August 20, 2018	By:	/s/ Timothy A. Peach
		Timothy A. Peach
		Chief Executive Officer

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