UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~April~~December 1126, 2019 ~~(April 9, 2019)~~

ENTEST GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada	333-154989	26-3431263
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
No. 911 Bao’an Book City XInqiao Street Central Road, Bao’an District, Shenzhen, China
(Address of principal executive offices)		(Zip Code)

ENTEST GROUP, INC.
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code 86- 13709 631109

Nevada

333-154989

26-3431263

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

~~N/A~~No. ~~(Former~~911 ~~name~~Bao’an orBook ~~former~~City ~~address~~Xinqiao Street Central Road, ifBao’an ~~changed~~District, ~~since~~Shenzhen, ~~last~~China ~~report.~~(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code 86 13709 631109

N/A

(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:

☐ ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ o 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 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 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. ☐¨

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

~~Item~~Title ~~4.01~~of ~~Changes~~each inclass ~~Registrant’~~Trading Symbol(s) ~~Certifying~~Name ~~Accountant~~of each exchange on which registered None None None

~~On April~~Item ~~9, 2019 (the “Effective Date”), Entest Group, Inc~~4.01 ~~(the~~Changes ~~“Company”) accepted the resignation of AMC Auditing, LLC (“AMC”) the Company’s prior independent registered public accounting firm, effective immediately. The change occurred~~ in ~~connection with AMC’~~Registrant's ~~merger~~Certifying with Prager Metis CPAs, LLC (“Prager”). On the Effective Date, the board of directors of the Company approved the resignation of AMC and the appointment by the Company of Prager to serve as the Company’s independent registered public accounting firm effective April 8, 2019.Accountant

~~AMC’s audit~~Previous ~~reports~~independent onregistered ~~the~~public ~~Company’s financial statements for the two most recent fiscal years did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to audit scope or~~ accounting ~~principles.~~firm

~~During the~~From ~~two~~April ~~most~~9, ~~recent~~2019 ~~fiscal~~through ~~years~~December ~~and~~26, ~~through~~2019 ~~the~~Prager ~~Effective~~Metis ~~Date~~CPAs, ~~there~~LLC ~~were~~ (i"Prager"), nowas ~~disagreements between~~ the ~~Company~~independent ~~and~~registered ~~AMC~~public ~~on any~~accounting ~~matter~~firm of ~~accounting~~our ~~principles~~company. orOn ~~practices,~~December ~~financial statement disclosure~~26, ~~or auditing scope or procedure~~2019, ~~which~~we ~~disagreements, if~~notified ~~not~~Prager ~~resolved~~we towere ~~the~~terminating ~~satisfaction~~them of AMC, would have caused AMC to make reference to the subject matter of such disagreements in connection with its audit reports on the Company’s financial statements for such years, and (ii) no reportable events as ~~that term~~our isindependent ~~defined~~certifying ~~in Item 304(a)(1)(v) of Regulation S-K~~ accountant.

~~The Company~~During ~~has~~their appointment, Prager provided ~~AMC~~our company with aan ~~copy~~audit ofreport ~~this~~for ~~current~~the ~~report~~year onended ~~Form~~August ~~8-K~~31, ~~and~~2019. ~~has~~The ~~requested~~audit ~~that~~report ~~AMC~~of ~~furnish~~Prager iton ~~with~~our acompany’s ~~letter~~financial ~~addressed to~~statements for the ~~Securities~~year ~~and~~ended ~~Exchange~~August ~~Commission~~31, ~~stating~~2019 ~~whether~~did not contain an adverse opinion or a disclaimer of opinion and was not ~~AMC~~qualified ~~agrees~~or ~~with~~modified ~~the~~as ~~statements~~to inuncertainty, ~~this~~audit ~~Item~~scope, ~~4.01.~~or Aaccounting ~~copy~~principles, ofwith ~~this letter~~the exception that, the report dated ~~April~~December 918, 2019, iscontained ~~filed~~the asfollowing ~~Exhibit~~explanatory ~~16.1~~paragraph: ~~to this report.~~

~~During the~~“The ~~Company’s~~accompanying ~~two~~financial ~~most~~statements ~~recent~~have ~~fiscal~~been ~~years~~prepared ~~and~~assuming inthat the ~~subsequent interim period through the Effective Date, the~~ Company ~~did~~ ~~not~~will ~~consult~~continue ~~with~~as ~~Prager~~a ongoing ~~(i)~~concern. ~~the~~As ~~application~~discussed ofin ~~accounting~~Note ~~principles~~1 to athe ~~specified~~financial ~~transaction~~statements, ~~either completed or proposed, or~~ the ~~type~~Company ofhas ~~audit~~no ~~opinion~~revenues, ~~that~~has ~~may~~negative beworking ~~rendered~~capital onat ~~the~~August ~~Company’s~~31, ~~financial statements~~2019, ~~and~~has ~~Prager~~incurred ~~did~~recurring ~~not~~negative ~~provide~~cash ~~either~~flow ~~in a~~from ~~written~~operating ~~report~~activities, orand ~~oral~~has ~~advice to the Company that was~~ an ~~important~~accumulated ~~factor~~deficit ~~considered~~which byraises ~~the~~substantial ~~Company~~doubt inabout ~~reaching~~its aability ~~decision as~~ to ~~any~~continue ~~accounting,~~as ~~auditing,~~a orgoing ~~financial~~concern. ~~reporting~~Management’s ~~issue;~~plans orconcerning ~~(ii)~~these ~~the~~matters ~~subject~~are ofalso ~~any~~described ~~disagreement, as defined~~ in ~~Item~~Note ~~304 (a)(~~1~~)(iv) of~~. ~~Regulation~~The ~~S-K~~financial ~~and~~statements ~~the~~do ~~related~~not ~~instructions,~~include orany aadjustments ~~reportable~~that ~~event~~might ~~within~~result from the ~~meaning~~outcome ~~set forth in Item 304 (a)(1)(v)~~ of ~~Regulation S-K~~this uncertainty.”

~~Item~~From April 9, 2019 to December 26, 2019, there were no disagreements (as defined in Item 304 of Regulation S-K) with Prager 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 Prager would have caused it to make reference in connection with its opinion to the subject matter of the disagreement.01 ~~Financial~~Further, ~~Statements~~during ~~and~~the ~~Exhibits~~period of April 9, 2019 to December 26, 2019, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

~~16.1~~We ~~Letter~~furnished ~~from~~Prager ~~AMC~~with ~~Auditing,~~a ~~LLC~~copy of this disclosure, ~~dated~~providing ~~April~~Prager 9with the opportunity to furnish the Company with a letter addressed to the Commission stating whether it agrees with the statements made by the Company herein in response to Item 304(a) of Regulation S-K and, ~~2019~~if not, stating the respect in which he does not agree. A copy of Prager's response is filed as Exhibit 16.1 to this Report.

3 2

~~SIGNATURES~~New independent registered public accounting firm

~~Pursuant to~~On ~~the~~January ~~requirements~~6, of2020, ~~the~~we ~~Securities~~engaged ~~Exchange~~KCCW ~~Act~~Accountancy ofCorp. ~~1934~~("KCCW"), asan ~~amended,~~independent ~~the~~registered ~~registrant~~public ~~has~~accounting ~~duly~~firm, ~~caused~~as ~~this~~our ~~report~~principal toindependent beaccountant ~~signed on~~with ~~its~~the ~~behalf~~approval byof ~~the~~our ~~undersigned~~board ~~hereunto~~of ~~duly authorized~~directors.

ENTEST GROUP, INC.
/s/ Peiwen Yu
Peiwen Yu
Chief Executive Officer and President
Date:	April 11, 2019

During the two most recent fiscal years and through the date of engagement, we have not consulted with KCCW 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 our financial statements, and neither a written report was provided to us nor oral advice was provided that KCCW concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or

2. Any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv)(A) of Regulation S-K and the related instruction to Item 304 of Regulation S-K, or a reportable event, as that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

16.1	Letter from Prager Metis CPAs, LLC

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.

ENTEST GROUP, INC.

/s/ Peiwen Yu
Peiwen Yu
Chief Executive Officer

Date: January 7, 2020

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