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~~

~~August~~Securities ~~20,~~Exchange ~~2018~~Act ~~(August~~of ~~14, 2018)~~1934

Date of Report (Date of earliest event reported): April 29, 2019

~~ZERO~~Zero ~~GRAVITY~~Gravity ~~SOLUTIONS~~Solutions, ~~INC~~Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its charter)

NEVADA	000-55345	46-1779352
Nevada	000-55345	46-1179352
(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)

190 NW Spanish River

Boulevard Boca Raton, Florida

(Address of principal executive offices)

33431

(Zip Code)

~~(561) 416-0400 (~~Registrant’s telephone number, including area code: (561) 416-0400

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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))

☐

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~~Growth ~~company~~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~~Securities ~~otherwise~~registered ~~provided~~pursuant ~~in this Current Report on Form 8-K, all references~~ to ~~“we,”~~Section ~~“us,”~~12(b) ~~“our,”~~of ~~“ZGSI” or~~ the ~~“Company” refer to the Registrant, Zero Gravity Solutions, Inc.~~Act:

~~Item~~Title ~~4.01~~of ~~Changes~~each inclass ~~Registrant’~~Trading Symbol(s) ~~Certifying~~Name ~~Accountant.~~of each exchange on which registered Not Applicable Not Applicable Not Applicable

~~Resignation~~Item of1.01 ~~Independent~~Entry ~~Registered~~into ~~Public~~a ~~Accounting~~Material ~~Firm~~Definitive Agreement

~~Effective~~On ~~August~~April 1429, ~~2018~~2019, ~~Crowe~~Zero ~~LLP~~Gravity Solutions, Inc., a Nevada corporation (the “~~Crowe"~~Corporation”), ~~resigned~~entered asinto a Settlement Agreement with John W. Kennedy, the ~~independent~~Corporation’s ~~registered~~former ~~public~~Chief ~~accounting~~Science ~~firm~~Officer and a former member of the ~~Company~~Board of Directors, pursuant to which, among other things, the Corporation assigned USPN 9,816,071, Patent Application No. ~~Crowe~~15/729,038, ~~served~~Patent asApplication No. 14/244,084 and International Patent Serial No. PCT/US 15/24045 (collectively, the ~~independent~~“Intellectual ~~registered~~Property”) ~~public~~to ~~accounting~~Mr. ~~firm~~Kennedy, and Mr. Kennedy agreed to effectuate the transfer of two million shares of common stock of the ~~Company~~Corporation ~~since~~back ~~February~~to 8,the ~~2017~~Corporation (the “Settlement Agreement”). The Intellectual Property relates to technologies that the Corporation does not intend to pursue. The Settlement Agreement was entered into in order to resolve certain disputes between the Corporation and Mr. Kennedy concerning various licensing and royalty agreements entered into between the parties covering the Intellectual Property.

~~The~~Pursuant ~~report~~to ~~of Crowe on~~ the ~~Company’s~~Settlement ~~financial~~Agreement, ~~statements for~~ the ~~year~~Corporation ~~ended December 31, 2017~~ and ~~December~~Mr. ~~31,~~Kennedy ~~2016~~also ~~did~~entered ~~not~~into ~~contain any adverse opinion or~~ a ~~disclaimer~~Royalty ofAgreement, ~~opinion~~providing ~~and~~for, ~~was~~among ~~not~~other ~~qualified~~things, orcertain ~~modified~~royalty aspayments to ~~audit~~be ~~scope~~made orto ~~accounting~~the ~~principles,~~Corporation ~~except~~from ~~that~~the ~~there~~gross ~~was~~revenue angenerated ~~explanatory~~by ~~paragraph~~the ~~describing~~Intellectual ~~conditions~~Property ~~that raised substantial doubt about~~ (the ~~Company’s~~“Royalty ~~ability to continue as a going concern~~Agreement”).

~~During~~The ~~the~~foregoing ~~fiscal~~description ~~year~~is ~~ended~~qualified ~~December~~in ~~31,~~its ~~2017~~entirety ~~and~~by ~~December~~reference ~~31,~~to ~~2016 and~~ the ~~subsequent~~full ~~interim~~text ~~period~~of ~~through~~the ~~August~~Settlement 14Agreement, ~~2018, (the "Review Period") (i) there were no disagreements between the Company~~ and ~~Crowe~~all onexhibits ~~any~~attached ~~matters of accounting principles or practices~~thereto, ~~financial statement disclosure or auditing scope~~ and ~~procedures which, if not resolved to~~ the ~~satisfaction~~Royalty ofAgreement, ~~Crowe~~which ~~would~~are ~~have~~filed ~~caused Crowe to make reference to the matter of the disagreement in connection~~ with ~~its~~this ~~report~~Form 8-K ~~on the Company’s financial statements and (ii) there were no “reportable events” (~~as ~~that term is described in Item 304(a)(~~Exhibits 10.1~~)(v)~~ ofand ~~Regulation S-K)~~10.2, ~~except that the Company's internal control over financial reporting was not effective due to the existence of material weaknesses~~respectively, asand ~~disclosed~~incorporated ininto ~~the~~this ~~Company's~~Item ~~Annual~~1.01 ~~Report~~by ~~on Form 10-K for the fiscal year ended December 31, 2017~~reference.

●Item ~~Management noted that the Company does not have effectively designed and implemented entity level controls~~9.01 ~~These~~Financial ~~include~~Statements ~~not having properly designed~~ and implemented controls to identify risks relevant to financial reporting, communicating financial reporting roles and responsibilities, insuring communications with the audit committee and external parties are complete and accurate, and monitoring the effectiveness of internal control over financial reportingExhibits.

●(d) ~~Management noted that the Company does not have effectively designed and implemented segregation of duties and period end financial reporting controls~~Exhibits. ~~This is mostly due to a limited number of employees among whom duties can be allocated.~~

●Exhibit Management noted that the Company does not have effectively designed and implemented review controls to ensure that the accounting for significant and complex transactions are recorded in accordance with generally accepted accounting principlesNo. Specifically the Company does not have properly designed controls over the review of memoranda to support the accounting for significant transactions, accounts and/or assertions, the accuracy of and conclusions reached in reports prepared by third-party valuation specialists, the completeness and accuracy of the Company's tax provision; and the overall presentation of and disclosures in the consolidated financial statements.Description

●10.1 ~~Management~~Settlement ~~noted~~Agreement, ~~that~~dated ~~the~~April ~~Company~~29, ~~does~~2019, ~~not~~by ~~have effectively designed~~ and ~~implemented~~between ~~controls~~Zero ~~related~~Gravity toSolutions, ~~information systems user access or change management~~Inc. The Company has not designed or implemented appropriate user access or change management review controls that would decrease the susceptibility of financially significant systems to unauthorized changes and ~~inappropriate~~John ~~user access~~W. Kennedy

~~The~~10.2 ~~Company~~Royalty ~~has~~Agreement, ~~provided~~dated ~~Crowe~~April ~~with~~29, ~~a copy of the foregoing disclosure~~2019, ~~and~~by ~~requested that Crowe furnish the Company with a letter addressed to the Securities~~ and ~~Exchange~~between ~~Commission~~Zero ~~stating~~Gravity ~~whether~~Solutions, ~~or not it agrees with such disclosure~~Inc. A ~~copy of the letter from Crowe addressed to the Securities~~ and ~~Exchange~~John ~~Commission dated as of August 20, 2018 is filed as Exhibit 16~~W.1 ~~to this Form 8-K.~~Kennedy

~~Appointment of Independent Registered Public Accounting Firm~~SIGNATURES

~~Effective~~Pursuant ~~August~~to ~~20, 2018,~~ the ~~Company~~requirements ~~engaged~~of ~~Salberg & Company, P.A. (“Salberg”) as its new independent registered public accounting firm effective immediately. Salberg will audit~~ the ~~Company’s~~Securities ~~financial~~Exchange ~~statements~~Act ~~for~~of ~~the fiscal year ended December 31~~1934, ~~2018~~the ~~and~~registrant ~~will~~has ~~conduct~~duly ~~reviews~~caused ofthis ~~the~~report ~~Company’s~~to ~~unaudited~~be ~~quarterly~~signed ~~financial statements~~ on anits ~~ongoing~~behalf ~~basis~~by ~~beginning with~~ the ~~financial~~undersigned ~~statements~~hereunto ~~for~~duly ~~the quarter ended March 31, 2018~~authorized.

During the 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 application of accounting principles to a specified transaction, either completed or proposed, 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 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).

	ZERO GRAVITY SOLUTIONS, INC.

Date: May 3, 2019

	By:	/s/ Timothy Peach
		Name: Timothy Peach
		Title: Chief Executive Officer

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

16.1 Letter from Crowe LLP, dated August 20, 2018.

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: August 20, 2018	By:	/s/ Timothy A. Peach
		Timothy A. Peach
		Chief Executive Officer

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