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): ~~May~~September 330, 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.)

~~Level~~641 ~~11,~~10th ~~Tower 4, Puchong Financial~~Street

~~Corporate~~Cedartown, ~~Centre~~Georgia ~~(PFCC)~~30125

Jalan Puteri 1/2, Bandar Puteri, 47100 Puchong 47100

Malaysia

(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))

☐ 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. ☒

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

OnStatements ~~April~~in 29Exhibit 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”, ~~2021~~“believe”, ~~Phoenix~~“estimate”, ~~Rising~~“expect”, ~~Companies~~“intend” and similar expressions, aas ~~Nevada~~they ~~corporation~~relate to Phoenix Rising Companies (the “Company”) or its management, ~~filed~~identify aforward-looking ~~Current~~statements. ~~Report~~These statements are based on ~~Form~~current ~~8-K~~expectations, ~~disclosing~~estimates and projections about the Company’s business based, ~~among~~in ~~other~~part, ~~things~~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 ~~had~~filings ~~received~~with ~~notice~~the ~~from~~Securities ~~KCCW~~and ~~Accountancy~~Exchange ~~Group~~Commission. ~~(“KCCW~~In ~~Accountancy”)~~addition, ~~that~~such ~~KCCW~~statements ~~Accountancy~~could ~~had~~be ~~resigned~~affected asby risks and uncertainties related to: our ability to integrate future acquisitions into the ~~independent~~Company’s ~~registered~~operations; ~~public~~product ~~accounting~~demand, ~~firm~~market, 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 statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of Form 8-K.

OnItem ~~May~~7.01 3,Regulation ~~2021,~~FD ~~the Board of Directors of the Company resolved to engage the independent registered public accounting firm of J&S Associate, as the Company’s new independent registered public accountants~~Disclosure.

~~During~~On ~~the~~September ~~two~~30, ~~most recent fiscal years and the interim period preceding the engagement of J&S Associate~~2021, ~~the~~Phoenix ~~Company~~Rising ~~has not consulted with J&S Associate regarding either: (i) the application of accounting principles~~Companies, ~~(ii)~~a ~~the~~Nevada ~~type~~corporation ~~of audit opinion that might be rendered by J&S Associate 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)~~, orissued a ~~reportable~~press ~~event~~release asannouncing ~~described~~a change in ~~paragraph~~its ~~304(a)(1)(v),~~operational ~~of Regulation S-K~~strategy. ~~The~~A ~~Company~~copy ~~did~~of ~~not~~the ~~have~~press ~~any~~release ~~disagreements~~is ~~with~~attached ~~KCCW~~hereto ~~Accountancy~~as Exhibit 99.1 and ~~therefore~~is ~~did~~incorporated ~~not~~herein ~~discuss~~by ~~any past disagreements with J&S Associate~~reference.

2The information contained in this Item 7.01, and in Exhibit 99.1, referenced herein is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act or incorporated by reference in any filing under the Securities Act, unless the Company expressly so incorporates such information by reference.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits.

~~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.~~(d) Exhibits:

	Phoenix Rising Companies
Exhibit		Description
Date: May 6, 2021	By:	/s/ Ding-Shin “DS” Chang
99.1		Press Release, dated September 30, 2021.
	Name:	Ding-Shin “DS” Chang
	Title:	President and Chief Executive Officer (principal executive officer, principal financial officer and principal accounting officer)

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.

	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)

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