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~~June 2728, ~~2012~~2013

CONO ITALIANO, INC. ~~(Exact name of registrant as specified in its charter)~~

Nevada	000-51388	84-1665042
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(Exact name of registrant as specified in charter)

Nevada

000-51388

84-1665042

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS Employee

Identification No.)

10 Main Street

Keyport, NJ 07735

(Address of principal executive offices)

(877-) 330-2666 ~~(Registrant’s telephone number, including area code)~~

(Registrant’s telephone number, including area code)

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))

Item 14.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement.~~Accountant

~~On February 27, 2012, Cono Italiano, Inc.~~ (~~the “Company”) finalized~~ a ~~committed equity facility (the “Equity Facility”~~) ~~with~~Previous ~~TCA~~Independent ~~Global Credit Master~~Registered ~~Fund,~~Public ~~LP,~~Accounting a Cayman Islands limited partnership (“TCA”), whereby the parties entered into (i) a committed equity facility agreement (the “Equity Agreement”) and (ii) a registration rights agreement (the “Registration Rights Agreement”).Firm

~~Committed~~On ~~Equity~~June ~~Facility~~28, ~~Agreement~~2013, EFP Rotenberg, LLP of Rochester, NY (“EFP”) formally informed Cono Italiano, Inc. (the “Company”)of their resignation as the Company’s independent registered public accounting firm. The report of EFP on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2012, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except to indicate that there was substantial doubt about the Company ability to continue as a going concern.

OnDuring ~~February 27, 2012,~~ the ~~Company~~fiscal ~~entered~~year ~~into~~ended December ~~the~~31, ~~Equity~~2012 ~~Agreement~~and ~~with~~in ~~TCA.~~the ~~Pursuant~~subsequent tointerim ~~the~~period ~~terms~~through ofJune ~~the~~28, ~~Equity Agreement~~2013, ~~for~~there awere ~~period~~no ofdisagreements ~~twenty-four~~with ~~(24)~~EFP ~~months commencing~~ on ~~the~~any ~~date~~matter of ~~effectiveness~~accounting principles ofor ~~the~~practices, ~~Registration~~financial ~~Statement~~statement ~~(as~~disclosure ~~defined~~or ~~below),~~auditing ~~TCA~~scope ~~shall~~or ~~commit~~procedure, towhich ~~purchase~~disagreements, upif tonot ~~$1,500,000~~resolved ofto the ~~Company’s~~satisfaction ~~common~~of ~~stock~~EFP, ~~par~~would ~~value~~have ~~$0.001~~caused ~~per~~them ~~share~~to ~~(the~~make ~~“Shares”),~~reference ~~pursuant~~ to ~~Advances (as defined below), covering~~ the ~~Registrable~~subject ~~Securities~~matter ~~(as defined below). The purchase price~~ of the ~~Shares~~disagreements ~~under~~in ~~the~~its ~~Equity~~reports ~~Agreement~~on the isfinancial ~~equal~~statements ~~to ninety-five~~for ~~percent~~such ~~(95%)~~year. ofDuring the ~~lowest~~fiscal ~~daily~~year ~~volume~~ended ~~weighted~~December ~~average~~31, ~~price~~2012, ofand in the ~~Company’s~~subsequent ~~common~~interim ~~stock~~period ~~during the five~~through ~~(5)~~June ~~consecutive~~28, ~~trading~~2013, ~~days after~~ the ~~Company~~date ~~delivers~~of toresignation ~~TCA~~of anEFP, ~~Advance~~there ~~notice~~were inno ~~writing~~reportable ~~requiring~~events ~~TCA~~as todefined ~~advance~~in ~~funds~~Item 304(~~an “Advance”~~a)(1)(v) ~~to the Company, subject to the terms~~ of ~~the~~Regulation ~~Equity Agreement~~S-K.

The ~~“Registrable~~Company ~~Securities”~~has ~~include (i)~~provided a copy of the above ~~Shares;~~disclosures ~~and~~to ~~(ii)~~EFP ~~any~~and ~~securities~~requested ~~issued~~EFP orto ~~issuable~~provide it with ~~respect~~a letter addressed to the ~~Shares~~U.S. bySecurities ~~way~~and ofExchange ~~exchange,~~Commission stating ~~stock~~whether ~~dividend~~ or ~~stock split~~not orEFP inagrees ~~connection~~ with athe ~~combination~~above disclosures. A copy of ~~shares~~EFP’s letter, ~~recapitalization~~dated July 18, ~~merger~~2013, ~~consolidation~~confirming orits agreement ~~other~~with ~~reorganization~~the ordisclosures ~~otherwise~~in this Item 4.01 is attached as Exhibit 16.1 to this Form 8-K.

As further consideration for TCA entering into and structuring the Equity Facility, the Company shall pay to TCA a fee by issuing to TCA that number of shares of the Company’s common stock that equal a dollar amount of fifty-two thousand and five hundred dollars (~~$52,500~~b) ~~(the~~New ~~“Facility~~Independent ~~Fee~~Registered ~~Shares”).~~Public ItAccounting is the intention of the Company and TCA that the value of the Facility Fee Shares shall equal $52,500. In the event the value of the Facility Fee Shares issued to TCA does not equal $52,500 after a nine month evaluation date, the Equity Agreement provides for an adjustment provision allowing for necessary action (either the issuance of additional shares to TCA or the return of shares previously issued to TCA to the Company’s treasury) to adjust the number of Facility Fee Shares issued.Firm

~~Registration~~On ~~Rights~~July ~~Agreement~~26, 2013, the Board of Directors of the Company approved the engagement of M&K CPAS, PLLC (“M&K”) as the Company’s new independent registered public accounting firm.

OnDuring ~~February~~the 27fiscal year ended December 31, 2012, ~~the~~and ~~Company entered into~~ the ~~Registration~~subsequent ~~Rights~~interim ~~Agreement~~period ~~with~~prior ~~TCA. Pursuant~~ to the ~~terms~~engagement of ~~the Registration Rights Agreement~~M&K, the Company ishas ~~obligated~~not consulted toM&K ~~file~~regarding a(i) ~~registration~~the ~~statement~~application ~~(the~~of ~~“Registration~~accounting ~~Statement”)~~principles ~~with~~to ~~the~~any ~~U.S.~~specified ~~Securities~~transaction, ~~and~~either ~~Exchange~~completed ~~Commission~~or ~~(the~~proposed, ~~“SEC’~~(ii) tothe ~~cover~~type ~~the~~of ~~Registrable~~audit ~~Securities~~opinion bythat ~~April~~might ~~12,~~be ~~2012.~~rendered ~~The~~on the Company’s ~~must~~financial ~~use~~statements, ~~its~~or ~~commercially~~(iii) ~~reasonable~~any ~~efforts~~matter that towas ~~cause~~either the ~~Registration~~subject ~~Statement~~of toa bedisagreement ~~declared~~(as ~~effective~~defined byin ~~the~~Item ~~SEC~~304(a)(1)(v)) byor a ~~date~~reportable ~~that~~event is(as nodefined ~~later~~in ~~than May 28, 2012~~Item 304(a)(1)(v)).

~~The~~Item ~~above~~9.01 ~~descriptions~~Financial ofStatements ~~the Equity Agreement~~ and ~~Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of the document themselves~~Exhibits.

Item 3.02 Unregistered Sales of Equity Securities

Exhibit No.		Description

16.1		Letter from EFP Rotenberg, LLP

In addition, the Company is relying on an exemption from the registration requirements of the Securities Act of 1933, as amended, for the private placement of our securities under the Equity Agreement pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder. The transaction does not involve a public offering, TCA is an “accredited investor” and/or qualified institutional buyer and TCA has access to information about us and its investment.SIGNATURES

~~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.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	CONO ITALIANO, INC.

Date: August 1, 2013	By:	/s/ Mitchell Brown
	Name:	Mitchell Brown
	Title:	Chief Executive Officer

	CONO ITALIANO, INC.
Date: March 2, 2012	By:	/s/ Mitchell Brown
		Name: Mitchell Brown
		Title: Chief Executive Officer

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