NetBrands changes auditor, flags going concern

NetBrands Corp. reported that, effective March 31, 2026, it dismissed Aloba, Awomolo & Partners as its independent registered public accounting firm and engaged Shah Teelani & Associates as replacement, with the change approved by the board of directors.

Accepted by SEC EDGAR 04/01/2026 - 03:42 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

NetBrands Corp. reported that, effective March 31, 2026, it dismissed Aloba, Awomolo & Partners as its independent registered public accounting firm and engaged Shah Teelani & Associates as replacement, with the change approved by the board of directors.

Aloba, Awomolo & Partners had audited the Company’s 2024 consolidated financial statements and reviewed the unaudited consolidated financial statements for Q1, Q2, and Q3 2025. Their reports contained no adverse or disclaimed opinions or qualifications but included explanatory paragraphs about the Company’s ability to continue as a going concern due to accumulated losses and negative operating cash flows.

The Company states there were no disagreements with Aloba, Awomolo & Partners on accounting principles, financial statement disclosure, or audit scope, and no reportable events under Item 304(a)(1) of Regulation S-K. NetBrands also indicates it did not consult Shah Teelani & Associates on accounting or auditing matters before the engagement.

Insights

Audit & governance analyst

NetBrands switches auditors with no reported disputes but ongoing going-concern emphasis.

NetBrands Corp. replaced Aloba, Awomolo & Partners with Shah Teelani & Associates as independent auditor, with board approval, and discloses no disagreements or reportable events under Regulation S-K Item 304(a)(1). That framing suggests an orderly transition rather than a disclosed dispute.

However, Aloba, Awomolo & Partners’ prior reports included going-concern explanatory paragraphs tied to accumulated losses and negative cash flows from operations, highlighting financial strain already on record. The filing does not add new financial data, but it confirms that going-concern language has been part of recent audit reports, which remains a central risk factor for shareholders.

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 dismissal date: March 31, 2026 Audit year: 2024 fiscal year Interim reviews: Q1–Q3 2025 +1 more

4 metrics

Auditor dismissal date March 31, 2026 Effective date Aloba, Awomolo & Partners was dismissed

Audit year 2024 fiscal year Year for which Aloba, Awomolo & Partners audited consolidated financials

Interim reviews Q1–Q3 2025 Quarters in 2025 with unaudited reviews by former auditor

Regulation reference Item 304(a)(1) Regulation S-K item governing auditor changes and disclosures

Key Terms

independent registered public accounting firm, going concern, reportable events, Regulation S-K, +1 more

5 terms

independent registered public accounting firm financial

"dismissed Aloba Awomolo & Partners as its independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

going concern financial

"explanatory paragraphs with respect to the Company’s ability ... to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

reportable events regulatory

"there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K"

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.

Regulation S-K regulatory

"as that term is defined in Item 304(a)(1)(iv) of Regulation S-K"

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

emerging growth company financial

"12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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): 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

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1 EX-1 8.8 KB
• EX-1 GRAPHIC 1.6 KB
• EX-1 GRAPHIC 1.2 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB