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): ~~March~~January 2213, ~~2024~~2025

SCIENTIFIC ENERGY, INC.

(Exact name of registrant as specified in its charter)

Utah

000-50559

87-0680657

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

Room M, 21F, Tong Nam A Commercial Centre, 180 Alameda Dr. Carlos Dassumpcao, Macau

(Address of principal executive offices)

(852) 2530 - 2089

(Telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

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

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§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 14.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~As previously reported, on January 18, 2024, Scientific Energy, Inc., a Utah corporation~~ (~~the “Company”~~a) ~~entered~~Resignation ~~into a Base Agreement for Purchase~~ of ~~Graphite~~independent ~~Ore~~registered ~~(the~~public ~~“Original~~accounting ~~Agreement”) with Madagascar Graphite Limited (the “Supplier”). On March 22, 2024, the Original Agreement was amended and restated by the parties.~~ firm

~~Under~~On ~~the~~January ~~amended~~13, ~~and restated agreement~~2025, ~~the~~Centurion ~~Company~~ZD ~~will~~CPA ~~not~~& ~~make~~Co. ~~advance~~(“Centurion ~~payments to Supplier for the purchase of graphite ore; instead~~ZD”), ~~payments will be made after manufacturing graphite products using~~ the ~~ore~~independent asregistered ~~raw~~public ~~material.~~accounting ~~The~~firm ~~agreement~~for ~~term~~Scientific ~~is one year~~Energy, ~~ending on March 30, 2025~~Inc. ~~During~~ (the ~~term~~“Company”), ~~Supplier~~resigned ~~agrees~~from toits ~~sell~~role ~~and~~as ~~deliver to~~ the Company,’s ~~and~~independent ~~the~~registered ~~Company~~public ~~agrees~~accounting tofirm ~~purchase~~in ~~and~~connection ~~accept~~with ~~from~~its ~~Supplier~~intention ~~sufficient~~to ~~amount~~withdraw offrom ~~graphite~~registration ~~ore~~with soPublic ~~that the~~ Company ~~can~~Accounting ~~produce~~Oversight upBoard to("PCAOB"). ~~100,000~~The ~~tons~~Board of ~~graphite~~Directors ~~refined~~of ~~powder~~the ~~products~~Company ~~with~~(the a“Board”) ~~carbon~~did ~~content~~not ofparticipate ~~more~~in ~~than~~Centurion ~~95%.~~ZD’s ~~Parties~~decision ~~agree~~ to ~~decide whether to renew or reach a new agreement 30 days before the expiration of this agreement~~resign.

~~Due~~The toreports ~~the uncontrollable variations among different grades~~ of ~~graphite~~Centurion ~~ore,~~ZD ~~such~~on asthe ~~volume, weight, carbon content, as well as inaccuracies in testing, to protect each party~~Company’s ~~interest~~financial ~~and~~statements ~~simplify~~as ~~the process~~ of ~~pricing,~~and ~~parties~~for ~~agree that~~ the ~~price~~two ~~for~~most ~~the~~recent ~~graphite~~fiscal ~~ore~~years ~~used~~ended ~~for~~December ~~the~~31, ~~production~~2023 ofand ~~refined~~December ~~graphite~~31, ~~powder~~2022, ~~shall~~did benot ~~calculated~~contain on an ~~output~~adverse ~~based~~opinion ~~formula~~or ~~as follows: (i) for each metric ton of refined graphite powder output, the Company shall pay Supplier~~ a ~~fixed~~disclaimer ~~price~~ of ~~$200~~opinion, ~~regardless~~nor ofwere ~~how~~such ~~many~~reports ~~metric~~qualified ~~tons~~or ofmodified ~~graphite ore used~~ as ~~input; and (ii) This fixed price shall cover all mining and transporting the graphite ore~~ to ~~the~~uncertainty, ~~warehousing~~audit ~~facility~~scope ator ~~the~~accounting ~~Company’s production line in Tamatave, Madagascar by Supplier~~principles.

~~Parties~~During ~~agree~~the ~~that~~Company’s ~~purchase~~two ~~price~~most ~~shall~~recent befiscal ~~paid~~years toended ~~Supplier~~December by31, 2023 and December 31, 2022, and the ~~Company’s~~subsequent ~~issuance~~interim ofperiod ~~its~~through ~~common~~Centurion ~~stock~~ZD's ~~shares~~resignation, atthere were no “disagreements” (within the meaning of Item 304(a)(1)(iv) ~~price~~of Regulation S-K and the related instructions under the Securities Exchange Act of ~~$0.50~~1934, ~~per~~as ~~share.~~amended ~~The~~(the “Exchange Act”)) between the Company’s ~~share~~and ~~payment~~Centurion ~~shall~~ZD beon ~~made~~any ~~quarterly~~matter inof ~~accordance~~accounting ~~with~~principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the ~~quantity~~satisfaction of ~~the~~Centurion ~~refined~~ZD, ~~graphite~~would ~~powder~~have ~~produced~~caused ~~for~~Centurion ZD to make reference to the ~~quarter.~~subject ~~Parties~~matter ~~agree~~of the disagreements in connection with its reports on financial statements of the Company’s ~~shares~~for ~~shall~~such beyears. ~~issued~~During tothis ~~Supplier~~same period, there were no “reportable events” (within 90the ~~days~~meaning of ~~each~~Item ~~quarterly~~304(a)(1)(v) ~~settlement~~of Regulation S-K and the related instructions under the Exchange Act).

~~This~~The ~~summary~~Company ~~description~~has provided Centurion ZD with a copy of the ~~amended~~foregoing ~~and~~disclosures ~~restated~~under ~~agreement~~Item ~~does~~4.01 ~~not~~on ~~purport~~Form 8-K prior to befiling ~~complete~~it with the U.S. Securities and isExchange ~~subject~~Commission ~~to,~~(“SEC”) and ishas ~~qualified~~requested inthat ~~its~~Centurion ~~entirety~~ZD ~~by,~~furnish ~~reference~~to the Company with a letter addressed to ~~all~~the SEC stating whether it agrees with the ~~terms~~statements ofmade by the ~~Amended~~Company ~~and~~in ~~Restated~~this ~~Agreement~~Item ~~for~~4.01 ~~Purchase~~on Form 8-K. A copy of ~~Graphite~~Centurion ~~Ore~~ZD's letter, adated ~~copy~~January of13, ~~which~~2025, is attached ~~hereto~~ as Exhibit 1016.1 ~~and~~to ~~incorporated~~this ~~herein~~report byon ~~reference~~Form 8-K.

(b) Engagement of new independent registered public accounting firm

The Company has engaged AOGB CPA Limited (“AOBG”) as the independent registered public accounting firm for the Company, effective January 13, 2025. The Board of Directors of the Company approved the engagement of AOBG.

During the Company’s two most recent fiscal years (ended December 31, 2023 and December 31, 2022) and the subsequent interim period prior to the engagement of AOBG, neither the Company, nor anyone on the Company’s behalf consulted with AOBG regarding either: (1) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (2) any matter that was either the subject of a disagreement (as defined in Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amended and Restated Agreement for Purchase of Graphite Ore dated March 22, 2024, by and between the Company and Purchaser therein.
16.1		Letter dated January 13, 2025 from Centurion ZD addressed to the U.S. Securities and Exchange Commission confirming the disclosure contained in Item 4.01 of this report on Form 8-K.

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.

SCIENTIFIC ENERGY, INC.

By: /s/ Stanley Chan

Stanley Chan

Chief Executive Officer

~~March~~January 2713, ~~2024~~2025

Filing Compare · SCIENTIFIC ENERGY, INC