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~~June 296, 2023

~~NetBrands~~NETBRANDS ~~Corp~~CORP.

(Exact name of registrant as specified in its charter)

Delaware		000-55889		82-3707673
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~I.R.S.~~IRS Employer Identification No.)

~~4042~~ 4042 Austin Boulevard, Suite B Island Park, New York 11558 (Address of principal executive offices)

Island Park, New York 11558

(Address of principal executive offices)

Registrant’s telephone number, including area code: (800) 550-5996

~~Global~~Check the ~~Diversified~~appropriate ~~Marketing~~box ~~Group~~below ~~Inc.~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

(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:

☐	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)~~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 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 51.0301 ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year~~Agreement.

On ~~March~~June 296, 2023, ~~Global~~NetBrands ~~Diversified Marketing Group Inc~~Corp., a Delaware corporation (the “Company”), ~~filed~~entered aninto ~~Amendment to~~a ~~the~~securities ~~Certificate~~purchase ofagreement ~~Incorporation of the Company~~ (the “~~Amendment~~Purchase Agreement”) ~~effecting~~with ~~the~~1800 ~~change~~Diagonal ofLending ~~the~~LLC, ~~Company’s~~a ~~name~~Virginia ~~from “Global~~limited ~~Diversified~~liability ~~Marketing~~company ~~Group~~(“1800 ~~Inc.~~Diagonal”), pursuant to ~~“NetBrands~~which ~~Corp.” (~~the ~~“New~~Company ~~Name”).~~issued ~~The~~to ~~Amendment,~~1800 ~~implementing the~~Diagonal ~~New~~an ~~Name,~~unsecured ~~was~~promissory ~~approved~~note byin the ~~board~~principal ofamount ~~directors~~ of $117,320 (the ~~Company~~“Note”). The onnet ~~January~~proceeds ~~26,~~received ~~2023,~~ by ~~unanimous~~the ~~written~~Company ~~consent~~were $100,000, inafter ~~accordance with~~deducting ~~the~~an ~~applicable~~original ~~provisions~~issue ofdiscount in the ~~Delaware~~amount ~~General~~of ~~Corporation~~$12,570 ~~Law.~~and ~~The~~$4,750 for ~~New~~1800 ~~Name~~Diagonal’s ~~reflects~~legal ~~the~~fees. The Company’s ~~plan~~intends to ~~shift~~use ~~its~~the ~~business mix~~net ~~and~~proceeds ~~continue~~for toworking ~~expand~~capital ~~its~~and ~~digital~~general ~~footprint~~corporate purposes.

The Note has a principal balance of $117,320, and a stated maturity date of April 15, 2024. A one-time interest charge of 13%, or $15,251, ~~copy~~was applied on the date of issuance. Interest and outstanding principal shall be paid in nine payments, each in the ~~Amendment~~amount of $14,730.11 (a total payback to 1800 Diagonal of $132,571). The first payment is ~~filed~~due asJuly ~~Exhibit~~15, 32023, with eight subsequent payments due each month thereafter.6 The Note may not otherwise be prepaid in whole or in part. In the event the Company fails to ~~this~~pay ~~Current~~any ~~Report~~amount onwhen ~~Form~~due ~~8-K~~under the Note, the interest rate will increase to 22%. Upon the occurrence and ~~incorporated~~during ~~herein~~the continuation of any event of default under the Note (“Event of Default”), the Note will become immediately due and payable and the Company is required to pay to 1800 Diagonal an amount equal to 150% times the sum of (a) the then outstanding principal amount of the Note, plus (b) any accrued and unpaid interest on the unpaid principal amount of this Note, plus (c) default interest, if any, plus (d) any other amounts owed to the 1800 Diagonal pursuant to the Note. Following any Event of Default, 1800 Diagonal may convert any amount due under the Note into shares of the Company’s common stock (the “Conversion Shares”) at a conversion price equal to 75% multiplied by ~~reference~~the lowest trading price for the Company’s common stock during the ten trading days prior to the conversion date (representing a discount rate of 25% to market); provided, however, that 1800 Diagonal may not convert any portion of the Note that would cause it, together with its affiliates, to beneficially own in excess of 4.99% of the Company’s common stock. The Company has agreed to reserve from its authorized and unissued common stock four times the number of shares that are actually issuable upon full conversion of the Note to provide for the issuance of the Conversion Shares. The conversion price and number of shares of the Company’s common stock issuable upon conversion of the Note will be subject to adjustment from time to time in the event of any combinations, recapitalization, reclassifications, extraordinary distribution, or similar event.

~~Item~~The 8foregoing descriptions of the Purchase Agreement and Note do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are attached hereto as Exhibits 4.011 ~~Other~~and ~~Events~~10.1, respectively, and are incorporated herein by reference.

InItem ~~connection with the change of its name to NetBrands Corp~~2.,03 ~~the~~Creation ~~Company submitted to the Financial Industry Regulatory Authority, Inc. (“FINRA”) a notification form for processing~~ of ~~the New Name and~~ a ~~voluntary request~~Direct ~~for~~Financial ~~the~~Obligation ~~change~~or ofan ~~its~~Obligation ~~trading~~under ~~symbol~~an ~~on the market. The Company will file a Current Report on Form 8~~Off-KBalance ~~upon~~Sheet ~~FINRA’s announcement~~Arrangement of ~~the~~a ~~effectiveness of the Company’s New Name and its new trading symbol on the OTC Markets, Inc~~Registrant.~~, Pink marketplace, the principal market of the Company’s securities.~~

The information contained in Item 1.01 above is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sale of Equity Securities.

The information contained in Item 1.01 above is incorporated herein by reference in this Item 3.02.

The issuances of the Note, and upon conversion of the Note, the issuance of the Conversion Shares, are exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering.

Item 9.01 Financial Statements and Exhibits.

(b) Exhibits.

Exhibit No.		Description

4.1		Promissory Note, dated June 6, 2023, issued to 1800 Diagonal Lending LLC
10.1		Securities Purchase Agreement, dated June 6, 2023, by and between the Company and 1800 Diagonal Lending LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No.		Description
3.6		Certificate of Amendment to Certificate of Incorporation filed March 29, 2023.
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~~Registrant has duly caused this ~~Report~~report to be signed on its behalf by the undersigned hereunto duly authorized.

	NetBrands Corp.
	NETBRANDS CORP.
Date: April 4, 2023	By:	/s/ Paul Adler
Date: June 12, 2023	By:	/s/ Paul Adler
	Name:	Paul Adler
		Paul Adler President
	Title:	President

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