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): ~~August~~November 128, 2022

Pharmagreen Biotech Inc.

(Exact name of registrant as specified in its charter)

Nevada		~~333~~000-~~151350~~56090		2698-~~1679929~~0491567
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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

(Address of Principal Executive Offices) (Zip Code)

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))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Shares PHBI ~~OTC Markets~~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 (§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 ☐~~

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~~ITEM 41.01. ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant.~~Definitive Agreement

~~(a)~~Securities ~~Resignation~~Purchase ofAgreement ~~Previous~~with ~~Independent~~JanBella ~~Registered~~Group, ~~Public Accounting Firm~~LLC.

OnPharmagreen ~~August 1~~Biotech, ~~2022~~Inc., a (“NV”) corporation (the ~~Board~~“Company”) ofand ~~Directors~~JanBella ~~accepted~~Group, LLC. (the ~~resignation~~“Investor”) have entered into a Securities Purchase Agreement dated as of November 2nd, 2022 (the ~~Company’s~~“Agreement”) ~~independent~~providing ~~registered~~for ~~public~~the ~~accounting~~issuance ~~firm~~of ~~Saturna~~the ~~Group~~Convertible ~~Chartered~~Promissory ~~Professional~~Note ~~Accountants~~in ~~LLP~~the ~~(“Saturna~~principal ~~Group”~~amount orof ~~“Former~~$50,000 ~~Auditor~~(the “Note”).

The ~~reports~~Note ofis ~~Saturna~~due ~~Group~~and payable on ~~the~~May ~~Company’s~~1, ~~financial~~2023 ~~statements~~following ~~for~~ the ~~Company’s~~issue ~~fiscal~~date ~~year~~and ~~ended~~bears ~~September~~a ~~30,~~one-time ~~2021~~interest ~~and~~charge ~~2020~~of ~~did~~ten ~~not~~percent ~~contain~~(10%) ~~any~~(the ~~adverse~~“Interest ~~opinion~~Rate”) orshall aautomatically ~~disclaimer~~accrue ofon ~~opinion~~the ~~and~~Issuance ~~were~~Date ~~not~~to ~~qualified~~the orPrincipal ~~modified~~Amount asin tothe ~~uncertainty~~amount of $5,000. ~~audit~~Any ~~scope~~amount orof ~~accounting~~principal ~~principle,~~or ~~except~~interest ~~that~~on ~~there~~this ~~was~~Note anwhich ~~explanatory~~is ~~paragraph~~not ~~describing~~paid ~~conditions~~when ~~that~~due ~~raised~~shall ~~substantial~~bear ~~doubt~~interest ~~about~~at the ~~Company’s~~rate ~~ability~~of to(i) ~~continue~~twenty astwo apercent ~~going~~(22%) ~~concern.~~per ~~The~~annum, ~~decision~~or to(ii) ~~change~~ the ~~independent~~highest ~~public~~rate ~~accounting~~permitted ~~firm~~by ~~was~~law, ~~approved~~from by the ~~Company’s~~due ~~board~~date ofthereof ~~directors~~until (the ~~“Board”)~~same ~~and~~is ~~audit committee~~paid.

~~During~~At ~~the~~any ~~period~~time ~~for~~120 ~~which~~days ~~Saturna~~following ~~Group~~the ~~was~~issuance ~~engaged~~of asthis Note, the ~~Company’s~~holder ~~independent~~shall ~~registered~~have ~~public~~the ~~accounting firm~~right, ~~there~~to ~~were~~convert noall ~~disagreements~~or on any ~~matter~~part of ~~accounting~~the ~~principles~~outstanding orand ~~practices,~~unpaid ~~financial~~amount ~~statement~~of ~~disclosure~~this orNote ~~auditing~~(including ~~scope~~interest) orinto ~~procedure,~~fully ~~which~~paid ~~disagreements,~~and ifnon-assessable ~~not~~shares ~~resolved to the satisfaction~~ of ~~the~~Common ~~Former~~Stock. ~~Auditor,~~The ~~would~~conversion ~~have~~price ~~caused~~shall ~~the~~mean ~~Former~~57.5% ~~Auditor~~multiplied toby ~~make reference to~~ the ~~subject~~average ~~matter~~ of the ~~disagreements~~3 aslowest ~~defined~~Trading inPrice ~~Item~~for ~~304~~the ofCommon ~~Regulation~~Stock ~~S-K~~for inthe ~~connection~~15 ~~with~~Trading ~~any~~Days ~~reports~~prior itto ~~would~~the ~~have~~Conversion ~~issued,~~Date ~~and~~(representing ~~there~~a ~~were~~discount norate ~~“reportable events” as such term is described in Item 304~~ of ~~Regulation S-K~~42.5%)

~~Pharmagreen~~The ~~Biotech~~Company ~~Inc.~~is ~~and~~entitled ~~its~~to ~~management~~prepay ~~team,~~the ~~thanks~~convertible ~~Saturna~~note ~~Group~~at ~~and~~the ~~all~~rate ~~its~~of ~~employees~~125% ~~for~~during the ~~years~~120 days following the issue date. After the expiration of ~~service~~one ~~provided~~hundred and twenty (120) days following the Issue Date, the Borrower shall have no right of prepayment.

~~(b)~~ITEM ~~Engagement~~3.02 ofUnregistered ~~New~~Sales ~~Independent~~Of ~~Registered~~Equity ~~Public Accounting Firm~~Securities.

OnThe ~~August~~issuance 1,of ~~2022,~~a ~~the~~convertible ~~Board~~promissory ofnote ~~Directors~~to ~~appointed~~JanBella ~~Sadler~~Group, ~~Gibb~~LLC &was ~~Associates~~made ~~LLP~~to ~~(“Sadler~~one ~~Gibb”)~~accredited investor (as ~~the~~that ~~Company’s~~term ~~independent~~is ~~registered~~defined ~~public~~in ~~accounting~~Regulation ~~firm~~D ~~for~~of the ~~fiscal~~Securities ~~year~~Act ~~ending~~of ~~September~~1933) ~~30,~~relying ~~2022~~on Rule 506 of Regulation D and/or Section 4 (2) of the Securities Act of 1933.

~~During~~The ~~the~~description ~~fiscal~~of ~~year ended September 30, 2021 and for~~ the ~~period~~transaction ~~from~~contemplated ~~October~~by 1,this ~~2021~~agreement todoes ~~July 31, 2022, the Company did~~ not ~~consult~~purport ~~with Sadler Gibb regarding (1) the application of accounting principles~~ to ~~a specified transaction, (2) the type of audit opinion that might~~ be ~~rendered~~complete onand ~~the~~is ~~Company’s~~qualified ~~financial~~in ~~statements,~~its ~~(3)~~entirety ~~written or oral advice provided that would be an important factor considered~~ by ~~the~~reference ~~Company in reaching a decision as~~ to ~~an accounting, auditing or financial reporting issue, or (4) any matter that was~~ the ~~subject~~full text of ~~a disagreement between~~ the ~~Company~~documents ~~and~~filed ~~its predecessor auditor~~ as ~~described~~exhibits inhereto ~~Item~~and ~~304(a)(1)(iv)~~incorporated orherein aby ~~reportable event as described in Item 304(a)(1)(v) of Regulation S-K~~reference.

~~Pharmagreen~~Section ~~Biotech~~8 ~~Inc.~~- ~~and~~Other ~~its~~Events ~~management team look forward to working together and establishing a long term working relationship as we move forward.~~

~~(c)~~ITEM ~~As described in Item 4~~8.01~~(a)~~ ofOTHER ~~this Report, the following exhibit is filed as part of this Current Report on Form 8-K~~EVENTS.

~~Item~~On 9November 28, 2022, the Company entered into a Product Endorsement Agreement with Tyrell Crosby.01 ~~Financial~~The ~~Statements~~term of the agreement is one year and ~~Exhibits~~a half and shall be renewed by mutual consent of both parties, for an additional year on the anniversary of the agreement unless otherwise terminated.

Exhibit No.:		Description
16.1		Letter of Saturna Group Chartered Professional Accountants, LLP to the Securities and Exchange Commission dated August 10, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

For Company Products endorsement, Tyrell shall receive 10,000,000 common shares to be the brand ambassador for “NutraMax Genomic Supplement”, enteric capsule, a proprietary blend of nine medicinal mushrooms and six medicinal plants including any and all future formulations.

2Where Company seeks Tyrell to appear on its behalf at any scheduled event, scheduled show, or other public or private venue, then the Company shall pay for travel, accommodations and meals (if required), additionally pay to Tyrell $1,000 per day (not including travel days) for the specific event time and will secure in writing from Tyrell concurrence as to the conditions of the appearance, the specific event, the time and the place.

~~SIGNATURES~~2

~~Pursuant~~ITEM to9.01 ~~the~~FINANCIAL ~~requirements~~STATEMENTS ofAND ~~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~~EXHIBITS.

	Pharmagreen Biotech Inc.
Exhibit Number		Description of Exhibit
Dated: August 10, 2022	By:	/s/ Peter Wojcik
99.1		SPA
		Peter Wojcik
99.2		Promissory Note
		Chief Executive Officer, Director
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 to be signed on its behalf by the undersigned, hereunto duly authorized.

	Pharmagreen Biotech Inc.

Dated: November 28, 2022	By:	/s/ Peter Wojcik
		Peter Wojcik
		Chief Executive Officer, Director

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