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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): March 31, 2026
NETBRANDS
CORP.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-55889 |
|
82-3707673 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
4042
Austin Boulevard, Suite B
Island Park, New York 11558
(Address of principal executive offices)
Registrant’s
telephone number, including area code: (800) 550-5996
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbols |
|
Name
of each exchange on which registered |
| None |
|
N/A |
|
N/A |
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
4.01 Change in Registrant’s Certifying Accountant.
Effective
as of March 31, 2026, NetBrands Corp., a Delaware corporation (the “Company), dismissed Aloba Awomolo & Partners as its independent
registered public accounting firm. The decision to change independent registered public accounting firms was made with the recommendation
and approval of the Company’s board of directors.
Aloba,
Awomolo & Partners had served as the Company’s independent auditor since April 10, 2025. They only performed an
audit of the 2024 consolidated financial statements and unaudited reviews of the Company’s consolidated financial statements
as of Q1, 2025, Q2, 2025, Q3, 2025 & did not contain an adverse opinion or a disclaimer of opinion and were not qualified
or modified as to audit scope or accounting principles, except that such reports included explanatory paragraphs with respect to the
Company’s ability, in light of its accumulated losses and negative cash flows from operations, to continue as a going concern.
During
interim period through the date of this report, there were no disagreements, as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K, between the Company and Aloba, Awomolo & Partners on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to Aloba, Awomolo & Partners’ satisfaction, would have
caused Aloba, Awomolo & Partners to make reference to such disagreements in its unaudited interim reviews.
During
and the subsequent interim period through the date of this report, there were no reportable events within the meaning of Item 304(a)(1)(v)
of Regulation S-K.
Effective
as of March 31, 2026, the Company engaged Shah Teelani & Associates as Aloba, Awomolo & Partners’ replacement.
During
the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through the date of this report, neither the Company
nor anyone on its behalf has consulted with Shah Teelani & Associates regarding either (a) 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, and neither a written report was provided nor oral advice was provided to the Company that Shah Teelani & Associates
concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting
issue; or (b) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the
related instructions thereto) or a reportable event (as described in paragraph 304(a)(1)(v)) of Regulation S-K).
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 1 |
|
Aloba,
Awomolo & Partners |
|
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.
| | NETBRANDS
CORP. |
| | | |
| Date: March 31, 2026 | By: | /s/ Paul
Adler |
| | | Paul
Adler |
| | | President |
