UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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 ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported): November 28, 2022~~1934

~~Pharmagreen~~Date ~~Biotech~~of ~~Inc.~~Report (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): inApril ~~its~~27, ~~charter)~~2023

Nevada		000-56090		98-0491567
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Pharmagreen Biotech, Inc.

(Exact name of registrant as specified in its charter)

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

000-56090		92-1737808
(Commission File Number)		(IRS Employer Identification Number)

(Address of Principal Executive Offices) (Zip Code)

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~~F4orm 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 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 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

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

Title of ~~each~~Each ~~class~~Class Trading Symbol(s) Name of ~~each~~Each ~~exchange~~Exchange on ~~which~~Which ~~registered~~Registered ~~Common~~None ~~Shares~~N/A ~~PHBI~~ 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 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ☐

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

~~Securities~~(a) ~~Purchase~~Former ~~Agreement~~Independent ~~with~~Registered ~~JanBella~~Public ~~Group~~Accounting Firm. Pharmagreen Biotech, Inc. (the “Company”) has accepted the resignation of Sadler, Gibb & Associates, LLC (“SGA”) as its independent registered public accounting firm, which resignation was submitted to the Company in a letter dated April 27, 2023, the date on which the Company became aware of such letter. A copy of SGA’s letter of resignation is attached hereto as Exhibit 16.1.

~~Pharmagreen~~The ~~Biotech,~~reports ~~Inc.,~~of aSGA ~~(“NV”)~~on ~~corporation~~the (financial statements of the “Company”) for the fiscal year ended September 30, 2022 contained no adverse opinion or disclaimer of opinion and ~~JanBella~~were ~~Group~~not qualified or modified as to uncertainty, ~~LLC~~audit scope or accounting principle. (In connection with its audits of the ~~“Investor”)~~Company’s ~~have~~financial ~~entered~~statements ~~into~~for athe ~~Securities~~fiscal ~~Purchase~~period ~~Agreement~~ended ~~dated~~December as31, 2022, there were no disagreements with SGA on any matter of ~~November~~accounting ~~2nd~~principles or practices, ~~2022~~financial ~~(the~~statement ~~“Agreement”)~~disclosure, ~~providing~~or ~~for~~auditing scope or procedure, which disagreements, if not resolved to the ~~issuance~~satisfaction of ~~the~~SGA, ~~Convertible~~would ~~Promissory~~have ~~Note~~caused it to make reference thereto in its report on the ~~principal~~financial ~~amount~~statements offor ~~$50~~such years or periods,~~000~~ (as the ~~“Note”)~~case may be.

The ~~Note~~Company ishas ~~due~~provided ~~and~~SGA ~~payable~~with ona ~~May~~copy 1,of ~~2023~~this ~~following~~Current ~~the~~Report ~~issue~~on ~~date~~Form ~~and bears a one~~8-~~time~~K, ~~interest~~in ~~charge~~accordance ofwith ~~ten~~Item ~~percent~~ 304(~~10%~~a) (~~the “Interest Rate”~~3) ~~shall~~of ~~automatically~~Regulation ~~accrue~~S-K onand ~~the~~requested ~~Issuance~~that ~~Date~~SGA toprovide the ~~Principal~~Company ~~Amount~~with ina ~~the~~letter ~~amount~~addressed ofto ~~$5,000.~~the ~~Any~~SEC ~~amount~~stating ofwhether ~~principal~~ or ~~interest on this Note which is~~ not ~~paid~~SGA ~~when~~agrees ~~due~~with ~~shall~~the ~~bear~~above ~~interest~~disclosures. atA ~~the~~copy ~~rate~~ of ~~(i)~~SGA’s ~~twenty~~letter ~~two~~to ~~percent (22%) per annum, or (ii)~~ the ~~highest~~SEC ~~rate~~dated ~~permitted~~May by16, ~~law~~2023, ~~from~~is ~~the~~attached ~~due~~hereto ~~date~~as ~~thereof~~Exhibit ~~until the same is paid~~16.2.

At(b) ~~any~~New ~~time~~Independent ~~120~~Registered ~~days~~Public ~~following~~Accounting Firm. On May 4, 2023, the ~~issuance~~Board of ~~this~~Directors ~~Note~~of the Company approved the appointment of Turner, Stone & Company L.L.P. (“Turner Stone”) as the ~~holder~~Company’s ~~shall~~new ~~have~~independent registered public accounting firm, effective immediately. During the ~~right~~Company’s two most recent fiscal years ended September 30, to2022 ~~convert~~and ~~all~~2021, orand ~~any~~the ~~part~~subsequent ofinterim period through May 4, 2023, neither the ~~outstanding~~Company ~~and~~nor ~~unpaid~~anyone ~~amount~~acting on behalf of ~~this~~the ~~Note~~Company ~~(including~~had ~~interest)~~consulted ~~into~~Turner ~~fully~~Stone ~~paid~~regarding ~~and~~either: ~~non-assessable~~(i) ~~shares~~the application of ~~Common~~accounting ~~Stock.~~principles ~~The~~to ~~conversion~~a ~~price~~specified ~~shall~~transaction, ~~mean~~either ~~57.5%~~completed ~~multiplied~~or byproposed, or the ~~average~~type of audit opinion that might be rendered on the 3Company’s ~~lowest~~financial ~~Trading~~statements, ~~Price~~nor ~~for~~did Turner Stone provide a written report or oral advice to the ~~Common~~Company ~~Stock~~that ~~for~~Turner Stone concluded was an important factor considered by the 15Company ~~Trading~~in ~~Days~~reaching ~~prior~~a decision as to the ~~Conversion~~accounting, ~~Date~~auditing or financial reporting issues; or (~~representing~~ii) any matter that was either the subject of a ~~discount~~“disagreement” ~~rate~~(as defined in Item 304(a)(1)(iv) of ~~42.5%~~Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

~~The~~Item ~~Company is entitled to prepay the convertible note at the rate of 125% during the 120 days following the issue date~~9.01. ~~After~~Financial ~~the~~Statements ~~expiration of one hundred~~ and ~~twenty (120) days following the Issue Date, the Borrower shall have no right of prepayment~~Exhibits.

~~ITEM~~(d) 3Exhibits.~~02 Unregistered Sales Of Equity Securities.~~

The issuance of a convertible promissory note to JanBella Group, LLC was made to one accredited investor (as that term is defined in Regulation D of the Securities Act of 1933) relying on Rule 506 of Regulation D and/or Section 4 (2) of the Securities Act of 1933.

Exhibit No.		Description

16.1		Letter from Sadler, Gibb & Associates, LLC to the Company dated April 27, 2023

16.2		Letter from Sadler, Gibb & Associates, LLC to the Securities and Exchange Commission, dated May 16, 2023

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

The description of the transaction contemplated by this agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the documents filed as exhibits hereto and incorporated herein by reference.2

~~Section 8 - Other Events~~ SIGNATURES

~~ITEM~~Pursuant to ~~8.01~~the ~~OTHER~~requirements ~~EVENTS~~of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

On November 28, 2022, the Company entered into a Product Endorsement Agreement with Tyrell Crosby. The term of the agreement is one year and 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.

	PHARMAGREEN BIOTECH, INC.

Date: May 18, 2023.	By:	/s/ Peter Wojcik
		Peter Wojcik
		President

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.3

Where 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.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number		Description of Exhibit
99.1		SPA
99.2		Promissory Note
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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