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Item
4.01.
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Changes
in Registrant’s Certifying Accountant.
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a Termination
of Independent Registered Public Accounting Firm
On
August 26th, 2021, Fruci & Associates II, PLLC (“Fruci”) was terminated as the independent auditor of Sustainable
Projects Group Inc. (“SPGX”). Fruci’s audit report on the financial statements of SPGX for the year ended December
31, 2019, did not contain an adverse opinion or disclaimer of opinion, nor was it qualified as to uncertainty, audit scope, or accounting
principles except that it provided a modified opinion for the substantial doubt to continue as a going concern.
There
have been no disagreements during the fiscal year ended December 31, 2019 and the subsequent interim period up to and including the date
of Fruci’s termination between SPGX and Fruci on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which, if not resolved to the satisfaction of Fruci, would have caused them to make reference to the
subject matter of the disagreement in connection with their report on SPGX’s financial statements for that period. During SPGX’s
fiscal year ended December 31, 2019, SPGX disclosed that its internal controls over financial reports were not effective. SPGX’s
internal control weaknesses were discussed by its Board of Directors with Fruci, and Fruci has been authorized to respond fully to the
inquiries of SPGX’s successor accountants with respect to such weaknesses.
SPGX
has provided Fruci with a copy of this report and has requested in writing that Fruci provide a letter addressed to the Securities and
Exchange Commission stating whether or not they agree with the above statements. SPGX has received the requested letter from Fruci and
has included such letter as an exhibit to this report.
b Appointment
of Independent Registered Public Accounting Firm
On
August 26, 2021, SPGX appointed K.R. Margetson Ltd (“Margetson”) as its new independent auditor. The Board of Directors unanimously
approved the engagement of Margetson.
SPGX
did not consult with Margetson during the fiscal year ended December 31, 2019 and any subsequent interim period prior to their
engagement regarding: (i) the application of accounting principles to a specific completed or proposed transaction or the type of
audit opinion that might be rendered on SPGX’s financial statements, and neither a written report was provided to SPGX nor
oral advice was provided that the newly appointed auditor concluded was an important factor in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement or a
reportable event as defined and described in paragraphs (a)(1)(iv) and (a)(1)(v) of Item 304 of Regulation S-K, promulgated under
the Securities Exchange Act of 1934, as amended.
