UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

__________________________

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 or OR 15(d) of OFthe Securities Exchange Act of 1934

~~THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~Report ~~ACT~~(Date OFof ~~1934~~ earliest event reported): May 22, 2023 (May 18, 2023)

Date of Report (Date of earliest event reported): May 14, 2020

TEO FOODS INC.

(Exact name of ~~Registrant~~ registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation) 333-226801 (Commission File Number) 47-1209532 (I.R.S. Employer Identification No.)

Nevada	333-226801	47-1209532
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

Blvd. Insurgentes 19801 unit. 4B, Tijuana, BC		22225
(Address of principal executive offices)		(Zip Code)

~~2739~~Registrant’s ~~Via~~telephone ~~Orange Way #110 Spring Valley~~number, ~~California~~including ~~(Address~~area ofcode: ~~principal executive offices) 91978 (Zip Code)~~614-758-1973

Registrant’s telephone number, including area code: (619) 758-1973

Blvd De Los Insurgentes 19801, Unit 4-D

Tijuana, Baja California, Mexico

(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:

☐o 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 ~~Soliciting~~by ~~material~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule 405 ~~14a-12~~of ~~under~~the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§ 240.~~14a~~12b-122 of this chapter).

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

☐If ~~Pre-commencement~~an ~~communications~~emerging ~~pursuant~~growth company, indicate by check mark if the registrant has elected not to ~~Rule~~use ~~13e-4~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(ca) ~~under~~of the Exchange Act ~~(17 CFR 240~~.~~13e-4(c))~~ o

~~Indicate~~Item by4.01. ~~check~~Changes ~~mark whether the registrant is an emerging growth company as defined~~ in ~~Rule~~Registrant's ~~405~~Certifying ~~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).~~Accountant

~~[x]~~Previous ~~Emerging~~independent ~~growth~~registered ~~company~~public accounting firm

IfOn ~~an emerging~~May ~~growth~~22, ~~company~~2023, ~~indicate~~Teo Foods, byInc. ~~check~~(the ~~mark~~“Company”) ifnotified ~~the~~Accell ~~registrant~~Audit ~~has~~and ~~elected~~Compliance, ~~not~~P.A. to(“Accell”) ~~use~~that ~~the~~it ~~extended~~had ~~transition~~engaged ~~period~~BF ~~for complying~~Borgers ~~with~~CPA ~~any~~PC ~~new or revised financial accounting standards provided pursuant to Section 13~~(a“Borgers”) ofas ~~the~~its ~~Exchange~~independent ~~Act.~~registered ~~[ ]~~public accountants.

~~Item~~Accell ~~8.01.~~was ~~Other~~engaged by ~~Events~~the Company on March 21, 2019.

InDuring ~~accordance~~the ~~with~~period ~~the~~March 21, ~~Securities~~2019 and ~~Exchange Commission~~through (May 22, 2023, the ~~“SEC”)~~Company ~~Order~~has ~~Under~~not ~~Section~~had 36any ofdisagreements ~~the~~with ~~Securities~~Accell ~~Exchange~~on ~~Act~~any matter of ~~1934~~accounting ~~Granting~~principles ~~Exemptions~~or ~~from Specified~~practices, ~~Provisions~~financial ofstatement ~~the~~disclosure ~~Exchange~~or ~~Act~~auditing ~~and~~scope ~~Certain~~or ~~Rules~~procedure, ~~Thereunder~~which disagreements, ~~SEC~~if ~~Release~~not ~~No.~~resolved ~~34-88318~~to Accell’s satisfaction, ~~dated~~would have ~~March~~caused 4,them ~~2020~~to ~~(the~~make ~~“Order”), TEO~~reference ~~Foods~~thereto ~~Inc.~~in (their reports on the “Company”)’s ~~hereby~~financial ~~states~~statements ~~the~~for ~~following:~~such periods.

~~The~~During ~~Company is relying on~~ the ~~relief~~period ~~provided by the Order in connection~~March ~~with~~21, ~~the~~2019 ~~filing~~and ofthrough ~~its~~May ~~Quarterly~~22, ~~Report~~2023, onthere ~~Form~~were ~~10-Q~~no ~~for~~reportable ~~the~~events, ~~period~~as ~~ended~~defined ~~March~~in ~~31,~~Item ~~2020~~ 304(~~the~~a)(1)(v) ~~“Quarterly~~of ~~Report”)~~Regulation S-K.

The ~~delay~~Company ~~in filing is due to difficulties~~provided byAccell ~~both~~with ~~the Company and our auditors as~~ a ~~result~~copy of ~~the~~this ~~COVID-19~~disclosure ~~pandemic,~~set ~~impacting~~forth ~~the~~under ~~Company’s~~this ~~ability~~Item ~~to file its Quarterly Report by May 15, 2020~~4.01 ~~The~~and ~~Company’s~~was ~~primary~~requested ~~operating~~to ~~offices,~~furnish ~~including~~a ~~its~~letter ~~accounting~~addressed ~~department, are located in Tijuana, Mexico. Our CEO crosses the border~~ to the ~~Tijuana offices from San Diego California. Both of these areas have been significantly~~Securities ~~impacted~~& byExchange ~~the~~Commission ~~COVID-19~~stating ~~outbreak.~~whether ~~Our~~or ~~internal staff and contracted staff have been impacted by the stay at home and shutdown orders in place in southern California and Tijuana. We have~~ not ~~been~~it ~~able~~agrees towith ~~replace staff in Tijuana due to~~ the ~~restrictions~~above ~~which has overburdened existing staff~~statements.

~~Attached~~A iscopy aof the letter from ~~the Company’s auditors,~~ Accell ~~Audit~~is ~~and~~attached hereto ~~Compliance,~~as ~~P.A.,~~Exhibit ~~in support of our reliance on the Order~~16.1

~~The~~New ~~Company~~independent ~~expects~~registered ~~to file the Quarterly Report~~public noaccounting ~~later than June 29, 2020 (which is 45 days from the Report’s original filing deadline of May 15, 2020)~~firm

~~Item~~On May 918, 2023 (the “Engagement Date”), the Company engaged BF Borgers CPA PC (“BFB”) as its independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023.~~01.~~ ~~Financial~~The ~~Statements~~engagement anof ~~Exhibits~~BFB has been approved by the Audit Committee of the Company's Board of Directors.

~~(d) Exhibits~~During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with BFB regarding either:

	Exhibit Number	Description
	99.1		Letter from Accell Audit and Compliance, P.A.

the application of accounting principles to any 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 to the Company nor oral advice was provided that BFB concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

~~SIGNATURE~~2. any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

		TEO Foods Inc.
Date:	May 14, 2020	By:	/s/ Jeffrey H Mackay
			Jeffrey H. Mackay
			CEO

(d) Exhibits.

Exhibit No.		Description
16.1		Letter from Accell Audit and Compliance, P.A.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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.


	TEO Foods Inc.


Date: May 22, 2023	By:	/s/ Jeffrey H. Mackay
	Name:	Jeffrey H. Mackay
	Title:	Chief Executive Officer

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