ESG Inc. names Shah Teelani auditor as TQ resigns

Q: Did ESGH report disagreements with its former auditor?

ESG Inc. stated that there were no disagreements with TQ International during its two most recent fiscal years and the subsequent interim period through October 26, 2026, and no reportable events during that period. The company also stated that TQ’s resignation was not a dismissal.

TQ’s 2025 report included an explanatory paragraph regarding substantial doubt about ESG Inc.’s ability to continue as a going concern.

Available on EDGAR 10/29/2026 - 01:46 PM EDT Accepted by SEC EDGAR 10/29/2026 - 01:46 PM EDT

Filing Impact

(Moderate)

Filing Sentiment

(Very Negative)How Sentiment works

Sentiment and the balance of points

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Form Type

8-K

Rhea-AI Filing Summary

ESG Inc. (ESGH) disclosed that TQ International, PLLC (formerly Tang Qian & Associates, PLLC) resigned as its independent registered public accounting firm, effective October 26, 2026; the resignation was not a dismissal by the company. The board approved Shah Teelani & Associates as the new auditor on October 26, 2026. Its executed engagement initially covers review of interim financial information for the three- and nine-month periods ended September 30, 2026, under PCAOB AS 4105.

ESG Inc. stated there were no disagreements with TQ or reportable events during its two most recent fiscal years and the subsequent interim period through October 26, 2026. TQ’s report on the financial statements for the fiscal year ended December 31, 2025, included an explanatory paragraph regarding substantial doubt about the company’s ability to continue as a going concern; the report contained no adverse opinion or disclaimer and was not qualified or modified as to audit scope or accounting principles, except for that paragraph. TQ did not issue an audit report for fiscal year ended December 31, 2024. CEO Zhi Yang signed the report.

0 points · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

1 major · 1 point

How the balance works

Positive

None.

Negative

Major point2025 audit report included an explanatory paragraph on substantial doubt.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Auditor resignation effective date: October 26, 2026 Former auditor’s report period: Fiscal year ended December 31, 2025 Prior audit-report period: Fiscal year ended December 31, 2024 +1 more

4 metrics

Auditor resignation effective date October 26, 2026 TQ International, PLLC resigned as independent registered public accounting firm

Former auditor’s report period Fiscal year ended December 31, 2025 TQ’s report included an explanatory paragraph regarding substantial doubt about going concern

Prior audit-report period Fiscal year ended December 31, 2024 TQ did not issue an audit report for this period

Initial review periods Three- and nine-month periods ended September 30, 2026 Covered by Shah Teelani & Associates’ initial engagement

Key Terms

substantial doubt, PCAOB AS 4105, reportable events

3 terms

substantial doubt financial

"explanatory paragraph regarding substantial doubt about the Company’s ability"

PCAOB AS 4105 technical

"in accordance with PCAOB AS 4105, Reviews of Interim Financial Information"

reportable events regulatory

"there were no reportable events of the type described"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who is ESGH’s new auditor, and what will it review?

Shah Teelani & Associates was approved as ESG Inc.’s independent registered public accounting firm on October 26, 2026. Its initial engagement covers review of interim financial information for the three- and nine-month periods ended September 30, 2026, under PCAOB AS 4105.

Did ESGH report disagreements with its former auditor?

ESG Inc. stated that there were no disagreements with TQ International during its two most recent fiscal years and the subsequent interim period through October 26, 2026, and no reportable events during that period. The company also stated that TQ’s resignation was not a dismissal.

What did TQ International’s 2025 audit report say?

TQ’s report contained no adverse opinion or disclaimer and was not qualified or modified as to audit scope or accounting principles, except that it included an explanatory paragraph regarding substantial doubt about ESG Inc.’s ability to continue as a going concern.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): October 26, 2026

ESG Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-56532	87-1918342
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

433 East Hillendale Rd.
Chadds Ford, PA19317

(Address of principal executive offices)

Registrant’s telephone number, including area code: 267-467-5871

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 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. ☐

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

Item 4.01. Changes in Registrant’s Certifying Accountant.

(a) Former Independent Registered Public Accounting Firm.

On October 26, 2026, TQ International, PLLC (formerly Tang Qian & Associates, PLLC) (“TQ”) resigned as the independent registered public accounting firm of ESG Inc. (the “Company”), effective October 26, 2026. TQ’s resignation was not a dismissal by the Company.

TQ’s report on the Company’s financial statements for the fiscal year ended December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to audit scope or accounting principles, except that the report included an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern. TQ did not issue an audit report on the Company’s financial statements for the fiscal year ended December 31, 2024.

During the Company’s two most recent fiscal years and the subsequent interim period through October 26, 2026, there were no disagreements with TQ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to TQ’s satisfaction, would have caused TQ to make reference to the subject matter of the disagreement in connection with its report. During the same period, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided TQ with a copy of the disclosures contained in this Item 4.01 and requested that TQ furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. TQ’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Engagement of New Independent Registered Public Accounting Firm.

On October 26, 2026, the Board of Directors approved the engagement of Shah Teelani & Associates (“Shah Teelani”), PCAOB Registration No. 7161, as the Company’s independent registered public accounting firm. The Company’s executed engagement letter with Shah Teelani initially covers the review of the Company’s interim financial information for the three- and nine-month periods ended September 30, 2026 in accordance with PCAOB AS 4105, Reviews of Interim Financial Information.

During the Company’s two most recent fiscal years and the subsequent interim period through October 26, 2026, neither the Company nor anyone acting on its behalf consulted Shah Teelani regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as described in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
16.1	Letter from TQ International, PLLC regarding the statements made in Item 4.01(a) of this Current Report on Form 8-K.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

/s/ Zhi Yang
Zhi Yang
CEO
Date: October 29, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents