~~U.S.~~UNITED ~~SECURITIES~~STATES ~~AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): August ~~February 20~~3, 2018

VEGALAB, INC.

(Exact name of registrant as specified in its charter)

0-~~53248~~53900

(Commission File No.)

Nevada (State or other jurisdiction of incorporation or organization) 68-0635204 (IRS Employer Identification No.)

Nevada	74-3219044
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

636 U.S. Highway 1, Ste. 110~~, North Palm Beach, FL 33408~~

North Palm Beach, FL 33408

(Address of principal executive offices)

(~~800~~952) ~~208~~541-~~1680~~1155

(Registrant’s telephone number)

Not ~~applicable~~Applicable

(Former ~~Name~~name or ~~Former~~ address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to to simultaneously satisfy the ~~filing~~Filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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 24.01 ~~Completion~~Changes ofin ~~Acquisition~~Registrant's orCertifying ~~Disposition of Assets~~Accountant

On ~~December~~August 293, ~~2017~~2018, Vegalab, Inc. (~~“Vegalab” or~~ the “Company”) ~~exercised~~engaged Marcum anLLP ~~option to purchase The Agronomy Group LLC, a California limited liability company~~ (“~~TAG~~Marcum”)~~, which~~ ~~was~~as ~~reported~~its inindependent aregistered ~~current~~public ~~report~~accountants. onThis ~~Form~~engagement ~~8-K~~occurred ~~filed~~in ~~with~~connection with the ~~Securities~~Company’s ~~and~~prior ~~Exchange~~independent ~~Commission~~public ~~(SEC) on January 4~~accountants, ~~2018. On~~GBH ~~January 22~~CPAs, ~~2018,~~PC ~~Vegalab and TAG entered into a Member Units Purchase Agreement~~ (~~the “Agreement”~~"GBH") ~~under~~resigning, ~~which~~effective ~~Vegalab agreed~~as ~~to purchase all~~ of ~~the~~July ~~member~~16, ~~units~~2018, as ~~in TAG from its two members for~~ a ~~total~~result of ~~600,000~~combining ~~shares~~its ofpractice ~~the~~with ~~restricted~~Marcum. ~~common~~The ~~stock~~ engagement of ~~Vegalab,~~Marcum ~~and~~has ~~warrants~~been toapproved ~~purchase~~by ~~1,600,000 shares of~~ the ~~restricted~~Audit ~~common~~Committee ~~stock~~ of ~~Vegalab~~the ~~at an exercise price of $1.20 per~~Company's ~~share~~Board ~~exercisable over a term~~ of ~~five years, which was reported in a current report on Form 8-K filed with the SEC on January 26, 2018~~Directors.

OnPursuant February 20, 2018, the acquisition of TAG under the Agreement was closed with an effective date for financial reporting and tax purposes on February 1, 2018. Consequently, TAG is now a wholly-owned subsidiary of the Company. The common stock and warrants were issued to ~~the~~applicable member unit owners of TAG in reliance on the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933 and Regulation D promulgated thereunder. Jeffry Hill and Ryan Sweeney each owned 50% of the TAG member units. In connection with the transactionrules, ~~Mr. Hill is now employed by~~ the Company as ~~the~~makes ~~Director of Agronomy and Mr. Sweeney is employed as~~ the ~~Director~~following ~~of Production.~~additional disclosures:

~~Based~~(a) inGBH’s ~~California,~~reports ~~TAG~~on isthe aconsolidated ~~producer~~financial ~~and~~statements ~~distributor~~ of ~~environmentally~~ ~~friendly~~the ~~agrochemicals~~Company ~~with~~as 29at ~~products~~and itfor ~~offers~~the tofiscal ~~growers.~~years ~~TAG~~ended ~~has~~December 1031, ~~products~~2017 ~~that~~and ~~are~~2016 ~~considered~~did ~~organic,~~not ~~including~~contain ~~nine~~any ~~registered with~~adverse ~~the~~opinion ~~Organic~~or ~~Materials~~disclaimer ~~Research~~of opinion ~~Institute~~ and ~~one~~were ~~approved~~not byqualified ~~the~~or ~~Washington~~modified ~~State~~as ~~Department~~to uncertainty, ofaudit ~~Agriculture~~scope ~~for~~or ~~use~~accounting inprinciples, ~~organic agriculture.~~except ~~TAG~~that ~~follows~~such ~~Vegalab’s~~reports contained ~~philosophy~~an ofexplanatory ~~delivering~~paragraph ~~environmentally~~in ~~friendly,~~respect ~~natural~~to ~~products~~uncertainty ~~for~~as ~~sustainable,~~to ~~large scale~~the ~~growing~~Company’s inability ~~the~~to ~~big~~continue ~~agricultural~~as ~~environment~~a going concern.

~~Item~~(b) 9During the fiscal years ended December 31, 2017 and 2016 and through July 16, 2018, there were no disagreements with GBH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to GBH's satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements for such years.01 ~~Financial~~During ~~Statements~~the fiscal years ended December 31, 2017 and ~~Exhibits~~2016 and through July 16, 2018, there were no events of the type described in Item 304(a)(1)(v) of Regulation S-K.

~~Financial~~(c) ~~Statement~~During ofthe ~~Business~~fiscal ~~Being~~years ~~Acquired~~ended December 31, 2017 and ~~Pro~~2016 ~~Forma~~and through ~~Financial~~July ~~Information~~16, 2018, the Company did not consult with Marcum with respect to any matter whatsoever including without limitation with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.

The ~~historical~~Company ~~financial~~has ~~statements~~provided ofGBH ~~TAG,~~with ~~and~~a ~~pro~~copy ~~forma~~of ~~financial information pertaining to~~ the ~~acquisition~~foregoing ofdisclosure and requested that ~~company~~it ~~reported~~furnish inthe ~~Item~~Company ~~2.01~~with ~~are~~a ~~not~~letter ~~included~~addressed into ~~this~~the ~~report~~Securities and ~~will~~Exchange beCommission ~~filed by~~stating ~~amendment~~whether toit agrees ~~this~~with ~~Form~~the ~~8-K~~statements nomade ~~later~~therein. ~~than~~A 71copy ~~days~~of ~~following~~such ~~the~~letter, ~~date~~dated onAugust ~~which~~13, ~~the~~2018, ~~initial~~is ~~report~~filed onas ~~Form~~Exhibit ~~8-K~~16.1 ~~reporting~~to ~~the~~this ~~acquisition must be filed~~Report.

Exhibits

Exhibit No.
10.1		Member Units Purchase Agreement dated January 22, 2018 (1)
10.2		Common Stock Purchase Warrant issued to Jeffry Hill
10.3		Common Stock Purchase Warrant issued to Ryan Sweeney
10.4		Employment Agreement between Vegalab, Inc., and Jeffry Hill
10.5		Employment Agreement between Vegalab, Inc., and Ryan Sweeney

(1) The Form of Warrant (Exhibit B to the Agreement) is omitted and filed as Exhibits 10.2 and 10.3 to this report. The Form of Employment Agreements (Exhibits D-1 and D-2 to the Agreement) are omitted and filed as Exhibits 10.4 and 10.5 to this report. The Company waived delivery of all of the Schedules to the Agreement, so that no Schedules were delivered at closing of the transaction.

SIGNATURES

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

	Vegalab, Inc.
Date: February 22, 2018	By:	/s/ David Selakovic
Dated August 14, 2018	By:	/s/ Craig Laughlin
		David Selakovic, Chief Executive Officer
		Craig Laughlin, President

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