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 11, 2023

DUO WORLD, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-55698

35-2517572

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

c/o Duo Software (Pvt.) Ltd.

No. 6, Charles Terrace

Off Alfred Place

Colombo 03, Sri Lanka

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (870) 505-6540

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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.133-4(c))

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

None

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

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 Section13(a) of the Exchange Act. ☐

Item 4.0201 ~~Non-Reliance~~Changes onin ~~Previously~~Registrant’s ~~Issued~~Certifying ~~Financial Statements or a Related Audit Report or Completed Interim Review~~Accountant.

~~Background~~ a. Termination of CNGSN & Associates LLP

~~Resignation of Manohar Chowdry & Associates.~~ As previously reported in our Form 8-K Current Report filed with the Commission on ~~June~~August 816, 2023, on ~~May~~or about August 11, 2023, Duo World, Inc. (“Company”) ~~received~~was ~~notice~~advised ~~via~~by ~~email~~its ~~from~~then ~~our~~certifying ~~Certifying Accountant~~accountant, ~~Manohar~~CNGSN ~~Chowdry~~ & Associates LLP (“CNGSN”), that ~~Mr.~~its ~~Ashok~~Registration ~~Kumar~~Application ~~Doddi,~~with ~~who was~~ the ~~Engagement~~PCAOB ~~Partner~~had, ~~for~~in ~~the~~fact, ~~Independent~~not ~~Audit~~been ofapproved ~~the~~and ~~Company,~~was ascurrently ~~well~~under asreview. ~~the~~This ~~engagement team who~~revelation was, ~~executing~~to ~~the~~say ~~audit of~~ the ~~Company~~least, ~~had exited Manohar Chowdry & Associates~~shocking, ~~effective~~since ~~April~~CNGSN 1,had ~~2023.~~verbally ~~Manohar~~represented ~~Chowdry~~to &our ~~Associates also~~management ~~advised the Company~~ that it ~~had~~was ~~closed~~registered ~~down~~with the ~~operations~~PCAOB, ofand the audit ~~branch~~opinion ofissued ~~T.R.~~by ~~Nagar,~~CNGSN ~~Bengaluru~~on ~~from~~July ~~where~~6, ~~the~~2023 ~~audit~~(and ~~engagement of~~included with our ~~Company~~Form ~~was~~10-K ~~carried~~for ~~out,~~the ~~and~~Fiscal ~~that~~Year ~~Manohar~~Ended ~~Chowdry~~March &31, ~~Associates~~2023, ~~had~~filed nowith ~~other~~the Commission ~~resources~~on ~~that~~July ~~could~~13, be2023) ~~deployed~~contained ~~for executing~~ the ~~audit~~following ~~of the Company.~~misstatements:

~~Manohar~~“We ~~Chowdry~~are &a ~~Associates´report~~public onaccounting ~~the~~firm ~~Company’s~~registered ~~financial~~with ~~statements~~the ~~for~~Public ~~the~~Company ~~fiscal~~Accounting ~~years~~Oversight ~~ended~~Board ~~March~~(United ~~31,~~States) ~~2022,~~(“PCAOB”) and ~~March~~ ~~31,~~are ~~2011,~~required ~~did~~to ~~not~~be ~~contain~~independent anwith ~~adverse~~respect ~~opinion or a disclaimer of opinion, and was not qualified or modified as~~ to ~~uncertainty,~~the ~~audit~~Company ~~scope, or~~in ~~accounting~~accordance ~~principles~~ with the ~~exception~~U.S. ~~that~~federal ~~Manohar~~securities ~~Chowdry~~laws &and ~~Associates’ Audit Reports for~~ the ~~fiscal~~applicable ~~years ended March~~rules ~~31, 2022,~~ and ~~March~~regulations ~~31, 2021, contained an explanatory note which raised substantial doubt as to the ability~~ of the ~~Company~~Securities toand ~~continue as~~Exchange aCommission ~~going~~and ~~concern~~the PCAOB.”

During the Company’s fiscal years ended March 31, 2022, and March 31, 2021, and the subsequent interim period from March 31, 2012, up to and until May 11, 2023, the date of the resignation of Manohar Chowdry & Associates, the Company did not have any disagreements with Manohar Chowdry & Associates on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Manohar Chowdry & Associates, would have caused it to make reference to the subject matter of the disagreements in connection with its reports.

Engagement of CNGSN & Associates LLP. As previously reported in or Form 8-K filed with the Commission on June 8, 2023, the Company engaged CNGSN & Associates LLP, Bengaluru, India (“CNGSN”), to serve as our new independent registered public accounting firm, effective May 16, 2023. This engagement was approved by the Company’s Board of Directors. The Company does not have an audit committee. The Company asked CNGSN if it was registered with the PCAOB and was advised that it was so registered. Due to a long prior relationship with accountants at CNGSN, the Company had no reason to disbelieve the statement that CNGSN was registered with the PCAOB.

Discovery that CNGSN was not registered with the PCAOB. On or about August 11, 2023, the Company was advised by CNGSN that its Registration Application with the PCAOB had, in fact, not been approved and was currently under review. This revelation was, to say the least, shocking, since CNGSN had verbally represented to our management that it was registered with the PCAOB, and the audit opinion issued by CNGSN on July 6, 2023 (and included with our Form 10-K for the Fiscal Year Ended March 31, 2023, filed with the Commission on July 13, 2023) contained the following misstatements: “We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.”

“We conducted our audits in accordance with the standards of the PCAOB.”

~~Non-Reliance~~After onbeing ~~Previously~~so ~~Issued~~advised ~~Financial~~by ~~Statements. Due to the fact that~~ CNGSN’s ~~Registration~~of ~~Application~~its non-registration with the PCAOB ~~has not been approved~~, ~~the~~CNGSN ~~Audit~~was ~~Opinion~~terminated ~~dated~~from ~~July~~being 6,our ~~2023,~~certifying ~~and the audited financial statements for the fiscal year ended March 31, 2023, should not be relied on~~accountant.

~~Our~~The ~~Chief~~Company ~~Financial Officer has discussed the matters raised in this Form 8-K with CNGSN and has~~ provided CNGSN with a ~~draft~~ copy of ~~this Form~~the ~~8-K~~disclosures ~~for~~set ~~their~~forth ~~review~~in ~~and~~this ~~comment.~~Current ~~The~~Report ~~Company~~on ~~has~~Form ~~not~~8-K, ~~received~~and arequested ~~response~~that ~~from~~ CNGSN ~~regarding~~furnish the ~~our~~Company ~~disclosures~~with ina ~~this~~letter ~~Current~~addressed ~~Report, other~~to ~~for~~the ~~them~~SEC tostating ~~say~~whether ~~someone~~it ~~would~~agrees ~~get~~with ~~back~~the tostatements ~~them~~made ~~within~~by ~~three~~the ~~days~~Company herein.

~~CNGSN has~~ ~~provided~~b. ~~the~~Engagement ~~Company~~of ~~with~~M.N. ~~correspondence~~Vijay ~~between~~Kumar ~~CNGSN~~as ~~and~~our ~~the~~new ~~PCAOB.~~certifying accountant

~~Late~~The ~~Filing~~Company ofhas ~~our~~engaged ~~Form 10-Q~~M.N. WeVijay ~~have~~Kumar, ~~filed~~Chartered aAccountant, ~~Form~~Bangalore, ~~12b-25~~India ~~Notification~~(“Kumar”), ofto ~~Late~~serve ~~Filing~~as the independent registered public accounting firm responsible for ~~our~~auditing ~~Form~~the ~~10-Q,~~Company’s ~~which~~financial ~~was~~statements. ~~due~~The onengagement of Kumar, effective August 1417, 2023, ~~due~~ towas approved by the ~~fact~~Company’s ~~that~~Board weof doDirectors. ~~not~~The ~~currently~~Company does not have aan ~~PCAOB~~audit ~~registered~~committee. ~~accountant~~Kumar tois registered ~~conduct~~with the ~~requisite~~PCAOB ~~review~~and ofits ~~our~~registration ~~Form~~number ~~10-Q~~is 6945.

~~The~~Neither ~~search~~the isCompany onnor ~~for~~any aone ~~new~~on ~~PCAOB~~behalf ~~registered accountant. We have commenced inquiries to engage a new PAOB registered accountant, but have not engaged such a firm at this time, due to the newness~~ of the ~~revelations~~Company ~~set~~consulted ~~forth~~Kumar ~~above.~~during ~~Our management understands~~ the ~~gravity~~two ~~of this~~most ~~situation~~recent ~~and will diligently pursue and engage a new PCAOB accountant and have the audit for the~~ fiscal ~~year~~years ~~ended March 31, 2023 completed~~ and ~~the~~any ~~Form~~subsequent ~~10-Q~~period ~~for the Quarter Ended June 30, 2023 reviewed. Our Form 10-K for the Fiscal Year Ended March 31, 2023, will~~up ~~then be amended~~ to ~~include an appropriate audit opinion~~ and ~~audited~~through ~~financial~~the ~~statements.~~date Weof ~~do,~~engaging ~~however,~~Kumar ~~expect~~regarding toaccounting ~~engage~~or aauditing ~~new PCAOB registered accountant within the next week~~matters.

c. Review of our financial statements contained in our Form 10-Q Quarterly Report filed with the Commission on August 21, 2023

Kumar has reviewed Duo World, Inc.’s Form 10-Q Quarterly Report for the Fiscal Quarter Ended June 30, 2023, in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”).

Item 4.02 Non-Reliance on Previously Issued Financial Statements. Due to the fact that CNGSN’s Registration Application with the PCAOB has not been approved, the Audit Opinion dated July 6, 2023, and the audited financial statements for the fiscal year ended March 31, 2023, should not be relied on.

Our Chief Financial Officer has provided CNGSN with a draft copy of this Form 8-K for their review and comment.

Item 9.01 Financial Statements and Exhibits.

None

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements 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.

Dated: August 1621, 2023

	DUO WORLD, INC.

	By:	/s/ Muhunthan Canagasooryam
		Muhunthan Canagasooryam
		Chief Executive Officer

EXHIBIT INDEX

List of Exhibits attached or incorporated by reference pursuant to Item 601 of Regulation S-B

Exhibit No.		Document Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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