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): ~~September~~December 302, 2021

Phoenix Rising Companies

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-55319

(Commission File Number)

46-1993448

(IRS Employer Identification No.)

641 10th Street

Cedartown, Georgia 30125

(Address of principal executive offices)(Zip Code)

+60 3 8600-0313

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 (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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 ☒

If an emerging growth company, indicate by checkmark 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. ☒

~~Forward-looking~~Item ~~Statements~~4.01 Changes in Registrant’s Certifying Accountant

~~Statements~~(a) inOn ~~Exhibit~~December ~~99.1 to this Current Report on Form 8-K may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate”~~2, ~~“believe”~~2021, ~~“estimate”, “expect”, “intend” and similar expressions, as they relate to~~ Phoenix Rising Companies, Nevada corporation (the “Company”) ~~or its management~~, ~~identify~~notified ~~forward-looking~~J&S ~~statements.~~Associate These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in the Company’s ~~filings~~had ~~with~~dismissed ~~the~~J&S ~~Securities~~Associate ~~and~~as ~~Exchange Commission. In addition, such statements could be affected by risks and uncertainties related to: our ability to integrate future acquisitions into~~ the ~~Company’s~~independent ~~operations;~~registered ~~product~~public ~~demand,~~accounting ~~market,~~firm ~~and customer acceptance~~ of the Company’s products; the Company’s ability to obtain financing to expand its operations; the Company’s ability to attract qualified sales representatives; competition, pricing and development difficulties; changing regulatory and legal environments in non-US jurisdictions; the Company’s ability to conduct operations during global or regional pandemics, health crises, water shortages, and environmental and climate changes; and general industry and market conditions and growth rates and general economic conditions. ~~Any~~ ~~forward-looking~~The ~~statements~~Board ~~speak~~of ~~only~~Directors as of the ~~date~~Company onrecommended ~~which they are made,~~ and ~~the~~approved ~~Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after~~ the ~~date of Form 8-K~~dismissal.

~~Item~~The 7reports of J&S Associate regarding the Company’s financial statements as of December 31, 2020 and the related consolidated statements of operations and comprehensive income (loss), consolidated statements of changes in stockholders’ equity, and consolidated statements of cash flows for the years then ended, contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principle.01 ~~Regulation~~The FDreports ~~Disclosure~~of J&S Associate, however, stated that there is substantial doubt about the Company’s ability to continue as a going concern.

OnFor ~~September~~the 30year ended December 31, ~~2021~~2020, ~~Phoenix~~and ~~Rising~~during ~~Companies,~~the asubsequent ~~Nevada~~interim ~~corporation~~period (through the “date of dismissal, the Company”) had no disagreement with J&S Associate on any matter of accounting principles or practices, ~~issued~~financial astatement ~~press~~disclosure, ~~release~~or ~~announcing~~auditing ascope ~~change~~or inprocedure, ~~its~~which ~~operational~~disagreement, ~~strategy.~~if Anot ~~copy~~resolved to the satisfaction of J&S Associate, would have caused them to make reference thereto in their report on the ~~press~~Company’s ~~release~~financial isstatements ~~attached~~for ~~hereto~~such asyear ~~Exhibit 99~~ended December 31, 2020.1 ~~and~~There iswere ~~incorporated~~no ~~herein~~reportable byevents, ~~reference~~as listed in Item 304(a)(1)(v) of Regulation S-K.

The ~~information~~Company ~~contained~~provided inJ&S ~~this~~Associate ~~Item~~a ~~7.01,~~copy ~~and~~of inthe ~~Exhibit~~above ~~99.1,~~disclosures ~~referenced~~and ~~herein~~requested isJ&S ~~being~~Associate ~~furnished~~to ~~and~~furnish ~~shall~~a ~~not~~letter beaddressed ~~deemed~~to ~~“filed” for~~ the ~~purposes~~Securities ofand ~~Section~~Exchange 18Commission ofstating ~~the~~whether ~~Securities~~or ~~Exchange~~not ~~Act~~it oragrees ~~incorporated~~with bythe ~~reference~~above instatements. ~~any~~J&S ~~filing~~Associate’s ~~under~~response ~~the~~is ~~Securities~~attached ~~Act,~~as ~~unless~~Exhibit ~~the~~16.1 ~~Company~~to ~~expressly~~this soCurrent ~~incorporates~~Report ~~such~~on ~~information~~Form ~~by reference~~8-K.

~~Item~~(b) ~~9.01~~On ~~Financial~~December ~~Statements~~2, ~~and~~2021, ~~Exhibits~~the Company resolved to engage the independent registered public accounting firm of BF Borgers CPA PC (“BF Borgers”), the Company’s new independent registered public accountants, which appointment BF Borgers has accepted.

During the two most recent fiscal years and the interim period preceding the engagement of BF Borgers, the Company has not consulted with BF Borgers regarding either: (di) ~~Exhibits:~~ the application of accounting principles, (ii) the type of audit opinion that might be rendered by BF Borgers or (iii) any other matter that was the subject of disagreement between the Company and its former auditor as described in Item 304(a)(1)(iv), or a reportable event as described in paragraph 304(a)(1)(v), of Regulation S-K. The Company did not have any disagreements with BF Borgers and therefore did not discuss any past disagreements with BF Borgers.

Exhibit		Description
99.1		Press Release, dated September 30, 2021.

Item 9.01 Financial Statements and Exhibits

2(d) Exhibits:

SIGNATURES

Exhibit		Description

16.1		Letter from J&S Associate, dated December 3, 2021

~~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.~~2

	Phoenix Rising Companies
Date: October 1, 2021	By:	/s/ Ding-Shin “DS” Chang
	Name:	Ding-Shin “DS” Chang
	Title:	President and Chief Executive Officer (principal executive officer, principal financial officer and principal accounting officer)

SIGNATURES

3Pursuant 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.

	Phoenix Rising Companies

Date: December 6, 2021	By:	/s/ Ding-Shin “DS” Chang
	Name:	Ding-Shin “DS” Chang
	Title:	President and Chief Executive Officer (principal executive officer, principal financial officer and principal accounting officer)

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