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): ~~February~~ 24May 31, 2023

GENUFOOD ENERGY ENZYMES CORP.

(Exact name of registrant as specified in charter)

Nevada		000-56112		68-0681158
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1108 S. Baldwin Avenue, Suite 107

Arcadia, California

91007

(Address of principal executive offices)

(Zip Code)

(855) 707-2077

Registrant’s telephone number

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

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. ☐

Item 14.0102 ~~Entry~~Non-Reliance ~~into~~on Previously Issued Financial Statements or a ~~Material~~Related ~~Definitive~~Audit ~~Agreement~~Report or Completed Interim Review.

On ~~February 24~~May 31, 2023, the Board of Directors (the “~~Closing Date~~Board”), ~~GenuFood~~of Genufood Energy Enzymes Corp. (the “Company”) ~~entered~~concluded ~~into~~that the aCompany’s ~~Subscription~~previously ~~Agreement~~issued ~~with~~financial ~~each~~statements ofcontained ~~certain~~within ~~subscribers~~its ~~(each,~~Quarterly aReport ~~“Purchaser” and~~on ~~collectively,~~Form ~~the~~10-Q ~~“Purchasers”)~~for ~~who~~the ~~have~~quarter ~~subscribed~~ended toDecember 31, ~~purchase~~2022 aand ~~certain~~financial ~~amount~~statements ofcontained ~~shares~~within ofits ~~common~~Annual ~~stock~~Report ofon ~~the~~Form ~~Company, par~~10-K ~~value~~for ~~0.001 (~~the ~~“Common~~year ~~Stock”),~~ended asSeptember ~~set~~30, ~~forth~~2022 inshould ~~that~~no ~~respective~~longer be ~~purchasers~~relied ~~Subscription~~upon ~~Agreement,~~due ~~each~~to ~~subscribing for~~errors ~~not~~in ~~less~~such ~~than~~financial ~~$5,000~~statements. ~~and up to 5~~Therefore,~~000,000~~ ~~shares~~restatements atof athese ~~purchase~~prior ~~price~~financial ofstatements ~~US$0.001~~are ~~per share~~required. ~~The Company was conducting this private~~Accordingly, ~~offering (~~the ~~“Offering”)~~Company ~~pursuant~~intends to arestate ~~private placement memorandum (~~the ~~“PPM”)~~aforementioned ~~whereby~~financial ~~the~~statements ~~Company~~by ~~was~~amending ~~offering and~~its ~~selling~~Quarterly aReport ~~minimum~~on ~~amount~~Form of10-Q ~~$500,000~~for (the ~~“Minimum~~quarter ~~Offering~~ended December ~~Amount”)~~31, 2022, and ~~maximum~~Annual ofReport ~~$1,000,000~~on ofForm ~~its~~10-K ~~common~~for ~~shares~~the ~~to accredited~~year ~~investors~~ended ~~and~~September ~~non-U.S.~~30, ~~persons~~2022 (as ~~defined~~soon ~~below)~~as reasonably practicable.

OnThe ~~February~~errors were ~~22,~~discovered ~~2023,~~during the ~~board~~course of ~~directors~~management’s review of the Company’s ~~(the~~financial ~~“Board”) approved~~statements toand ~~close~~agreements. ~~the~~The ~~Offering~~unintentional errors ~~below~~were ~~the~~related ~~Minimum~~to ~~Offering~~certain ~~Amount~~accounting methods. As ofa ~~the Closing Date~~result, the Company ~~received~~has ~~aggregate~~implemented ~~proceeds~~new ~~from the~~measures ~~Purchasers in the amount of $375,000. The Company intends~~ to ~~use~~ensure ~~the~~that ~~proceeds~~this ~~for~~type ~~general~~of ~~corporate purposes, including, but not~~error ~~limited~~does to, purchasing and installing EV chargers, payroll and benefits, administrative and office expenses and professional fees. Each Purchaser acknowledges and agrees its subscription for the Company’s common stock shall not beoccur ~~transferable or assignable by the Purchaser pursuant to the Subscription Agreement~~again.

~~This~~The ~~Offering~~Company’s management ~~was~~discussed ~~made in reliance on~~ the ~~exemptions~~matters ~~from~~disclosed ~~the~~in ~~registration and~~this ~~qualification~~Item ~~requirements~~4.02 ofwith ~~the~~KCCW ~~Securities~~Accountancy ~~Act and applicable state securities laws~~Corp., ~~The~~(“KCCW”), the Company’s ~~has accepted subscriptions to~~independent ~~purchase~~registered ~~shares~~public ofaccounting ~~Common Stock only from a person who is either:~~firm.

●The aninformation ~~accredited~~in ~~investor~~this asItem 4.02 ~~that~~is ~~term~~furnished solely pursuant to Item 4.02. Consequently, such information is ~~defined~~not indeemed ~~Rule~~“filed” ~~501(a)~~for ofthe ~~Regulation~~purposes Dof ~~under~~Section 18 of the Securities Exchange Act of ~~1933~~1934, asor ~~amended~~otherwise (subject to the “liabilities of that section. Moreover, the information in this Item 4.02 shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act~~”);~~ orof 1933.

~~● a person who is not a “U.S. person” as that term is defined in Rule 902(k) promulgated under the Securities Act.~~1

~~Item 3.02 Unregistered Sales of Equity Securities~~SIGNATURES

~~The~~Pursuant ~~information~~to ~~set~~the ~~forth~~requirements ~~in Item 1.01~~ of ~~this Current Report on Form~~ ~~8-K concerning this Offering pursuant to~~ the ~~Subscription~~Securities ~~Agreement~~Exchange isAct ~~incorporated herein by reference. The shares~~ of ~~Common~~1934, ~~Stock issued and sold under~~ the ~~Subscription~~Registrant ~~Agreement~~has asduly ~~described~~caused inthis ~~Item~~report ~~1.01~~to ~~were~~be ~~offered~~signed ~~and~~on ~~sold~~its behalf by the ~~Company~~undersigned ~~in reliance upon an exemption~~hereunto ~~from~~duly ~~registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder~~authorized.

Item 9.01 Financial Statements and Exhibits

	GENUFOOD ENERGY ENZYMES CORP.

Date: June 1, 2023	By:	/s/ David Tang
		David Tang
		Chief Executive Officer

~~(d) Exhibits~~2

Exhibit Number		Description
Exhibit 10.1		Form of Genufood Energy Enzymes Corp. Subscription Agreement, dated February 24, 2023
Exhibit 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.

	GENUFOOD ENERGY ENZYMES CORP.
Date: March 2, 2023	By:	/s/ David Tang
		David Tang
		Chief Executive Officer

Filing Compare · Genufood Energy Enzymes Corp.