UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof the Securities Exchange Act of 1934

~~THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~Report ~~ACT~~(Date OFof ~~1934~~earliest event reported): August 1, 2022

~~Date~~Pharmagreen ofBiotech ~~Report~~Inc. (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~August~~in ~~24,~~its ~~2021~~charter)

Pharmagreen Biotech, Inc. (Exact name of registrant as specified in its charter)

Nevada		333-151350		26-1679929
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Nevada		000-56090		26-1679929
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2987 Blackbear Court, Coquitlam, British Columbia, V3E 3A2

~~2987~~(Address ~~Blackbear~~of ~~Court,~~Principal ~~Coquitlam,~~Executive ~~British~~Offices) ~~Columbia,~~(Zip ~~V3E 3A2, Canada~~Code)

~~(Address of principal executive offices, including zip code)~~702-803-9404

(702) 803-9404

(Registrant’s telephone number, including area code)

_______________________________________________

(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:

☐ 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~~Securities ~~material~~registered pursuant to ~~Rule~~Section ~~14a-~~12(b) ~~under~~of the ~~Exchange~~ Act ~~(17 CFR 240.14a-12)~~:

~~☐ Pre-commencement~~Title ~~communications~~of ~~pursuant~~each toclass ~~Rule~~Trading ~~14d-2~~Symbol(bs) ~~under~~Name ~~the~~of ~~Exchange~~each ~~Act~~exchange ~~(17~~on ~~CFR240.14d-2(b))~~which registered Common Shares PHBI OTC Markets

☐Indicate ~~Pre-commencement~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~13e-4~~405 of the Securities Act of 1933 (c§230.405 of this chapter) ~~under~~or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR240~~1934 (§240.~~13e~~12b-~~4(c~~2 of this chapter)). Emerging growth company ☐

Securities registered pursuant to Section 12(b) of the Act: N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 14.01. ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~Production~~(a) ~~and~~Resignation ~~Broadcast~~of ~~Agreement~~Previous Independent Registered Public Accounting Firm

~~Effective~~On August 231, ~~2021~~2022, ~~we entered into a Production and Broadcast Agreement (~~the ~~“Broadcast~~Board ~~Agreement”)~~of ~~with~~Directors ~~New~~accepted to the ~~Street~~resignation ~~Group LLC. The term~~ of the ~~Broadcast~~Company’s ~~Agreement~~independent isregistered ~~one~~public ~~year.~~accounting ~~Pursuant~~firm toSaturna ~~the~~Group ~~terms~~Chartered ofProfessional ~~the~~Accountants ~~Broadcast~~LLP ~~Agreement,~~(“Saturna ~~New~~Group” toor ~~the~~“Former ~~Street is to provide the following strategic services:~~Auditor”).

-The ~~Special~~reports ~~Edition~~of ~~Commercials~~Saturna Group on the Company’s financial statements for the Company’s fiscal year ended September 30, ~~Production~~2021 and ~~Broadcasting:~~2020 did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle, except that there was an explanatory paragraph describing conditions that raised substantial doubt about the Company’s ability to continue as a going concern. The decision to change the independent public accounting firm was approved by the Company’s board of directors (the “Board”) and audit committee.

-During 50the ~~(30-second~~period ~~commercials)~~for ~~per~~which ~~months~~Saturna ~~and~~Group 50was ~~(15-second~~engaged ~~commercials)~~as ~~per~~the ~~month,~~Company’s ~~100~~independent ~~total;~~registered ~~Newsmax,~~public ~~CNBC~~accounting firm, ~~CNN~~there were no disagreements on any matter of accounting principles or practices, ~~FOX~~financial ~~NEWS~~statement disclosure or auditing scope or procedure, ~~Headline~~which ~~News~~disagreements, ~~Bloomberg~~if ~~T.V.~~not resolved to the satisfaction of the Former Auditor, ~~Fox~~would ~~Business~~have caused the Former Auditor to make reference to the subject matter of the disagreements as defined in Item 304 of Regulation S-K in connection with any reports it would have issued, and ~~The~~there ~~Weather~~were ~~Channel;~~no ~~Production~~“reportable ~~included~~events” as such term is described in Item 304 of Regulation S-K.

-Pharmagreen WeBiotech ~~have~~Inc. ~~the~~and ~~option~~its atmanagement ~~any~~team, ~~time~~thanks toSaturna ~~add~~Group anand ~~additional~~all ~~100~~its ~~commercials~~employees ~~per~~for ~~month~~the atyears ~~a cost~~ of ~~$40,000~~service ~~per month~~provided.

In payment of New to the Street’s services under the Broadcast Agreement, we have elected to issue 6,000,000 shares of restricted stock to New to the Street, in payment of the first three months’ fees under the Broadcast Agreement. We are entitled to pay for the remaining months under the Broadcast Agreement (~~$40,000 per month~~b) inEngagement ~~cash or in shares~~ of ~~restricted~~New ~~stock,~~Independent inRegistered ~~our~~Public ~~sole~~Accounting ~~discretion.~~Firm

~~Services~~On ~~Agreement~~August 1, 2022, the Board of Directors appointed Sadler Gibb & Associates LLP (“Sadler Gibb”) as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2022.

~~Effective~~During ~~August~~the 20fiscal year ended September 30, 2021, weand ~~entered~~for ~~into~~the aperiod ~~Services~~from ~~Agreement~~October (1, 2021 to July 31, 2022, the ~~“Services~~Company ~~Agreement”)~~did not consult with ~~FlinnWest~~Sadler ~~Solutions.~~Gibb Inregarding ~~payment~~(1) the application of accounting principles to a ~~total~~specified transaction, (2) the type of ~~$26~~audit opinion that might be rendered on the Company’s financial statements,~~500~~ (CA3), ~~$13~~written or oral advice provided that would be an important factor considered by the Company in reaching a decision as to an accounting,~~125~~ ~~payable~~auditing ~~upon~~or ~~signing~~financial ~~and~~reporting ~~$13~~issue,~~125~~ ~~payable~~or ~~thirty~~(4) ~~days~~any ~~after~~matter that was the ~~qualification~~subject of ~~our~~a ~~currently~~disagreement ~~pending~~between ~~Offering~~the ~~Statement~~Company onand ~~Form~~its predecessor auditor as described in Item 304(a)(1~~-A,~~)(iv) ~~FlinnWest~~or isa toreportable ~~provide~~event ~~the~~as ~~following~~described ~~strategic~~in ~~services:~~Item 304(a)(1)(v) of Regulation S-K.

-Pharmagreen ~~website~~Biotech ~~landing~~Inc. ~~page;~~and -its ~~pitch~~management ~~deck;~~team -look 2Dforward ~~explainer~~to ~~video;~~working together and -establishing ~~CRM~~a ~~Build~~long term working relationship as we move forward.

(c) As described in Item 4.01(a) of this Report, the following exhibit is filed as part of this Current Report on Form 8-K

Item 9.01 Financial Statements and Exhibits.

Exhibit No.:		Description ~~of Exhibit~~
10.1		Production and Broadcast Agreement between Registrant and New to the Street Group LLC.
16.1		Letter of Saturna Group Chartered Professional Accountants, LLP to the Securities and Exchange Commission dated August 10, 2022.
10.2		Services Agreement between Registrant and FlinnWest Solutions.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this ~~report~~Report to be signed on its behalf by the undersigned, ~~hereunder~~hereunto duly authorized.

	PHARMAGREEN BIOTECH, INC.
	Pharmagreen Biotech Inc.
Date: August 24, 2021	By:	/s/ Peter Wojcik
Dated: August 10, 2022	By:	/s/ Peter Wojcik
		Peter Wojcik
		Chief Executive Officer, Director

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