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): ~~August 29~~April 10, ~~2024~~2025

NETBRANDS CORP.

(Exact name of registrant as specified in its charter)

Delaware

000-55889

82-3707673

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4042 Austin Boulevard, Suite B ~~Island~~B ~~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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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 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 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 3 4.0201 ~~Unregistered~~Change ~~Sales~~in ofRegistrant’s ~~Equity~~Certifying ~~Securities~~Accountant.

OnEffective ~~August~~as 29of April 10, ~~2024~~2025, ~~Netbrands~~NetBrands Corp., a Delaware corporation (the “Company”), ~~had~~dismissed ~~outstanding~~Olayinka ~~loan~~Oyebola ~~balances~~& ~~and~~Co ~~accrued~~as ~~interest~~its ~~totaling $178,729 due~~independent toregistered ~~Paul~~public ~~Adler,~~accounting ~~its Chairman and CEO~~firm. ~~Effective~~The ~~August~~decision ~~29, 2024, Mr. Adler agreed~~ to ~~convert~~change ~~all~~independent ofregistered ~~his~~public ~~loan~~accounting ~~balance~~firms ~~and~~was ~~accrued~~made ~~interest into~~with ~~shares of~~ the ~~Company’s~~recommendation and ~~Common~~approval ~~Stock, at a conversion price~~ of ~~$0.072 per share, which was equivalent to~~ the ~~closing price of the~~ Company’s ~~common~~board ~~stock~~ of $0directors.~~072 on August 29, 2024. This resulted in the issuance of 2,482,347 shares to InPlay Capital Inc., an entity controlled by Mr. Adler~~

Olayinka Oyebola & Co had served as the Company’s independent auditor since May 8, 2024. Olayinka Oyebola & Co only performed unaudited reviews of the Company’s consolidated financial statements as of Q1, 2024, Q2, 2024 and Q3, 2024 and did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles, except that such reports included explanatory paragraphs with respect to the Company’s ability, in light of its accumulated losses and negative cash flows from operations, to continue as a going concern.

During interim period through the date of this report, there were no disagreements, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and Olayinka Oyebola & Co on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Olayinka Oyebola & Co’ satisfaction, would have caused Olayinka Oyebola & Co to make reference to such disagreements in its unaudited interim reviews.

During and the subsequent interim period through the date of this report, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Effective as of April 10, 2025, the Company engaged Aloba, Awomolo & Partners as Olayinka Oyebola & Co’ replacement.

During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through the date of this report, neither the Company nor anyone on its behalf has consulted with Aloba, Awomolo & Partners regarding either (a) the application of accounting principles to a 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 nor oral advice was provided to the Company that AAP & Co. concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph 304(a)(1)(v)) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description

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.

	NETBRANDS CORP.
Date: August 30, 2024	By:	/s/ Paul Adler
Date: April 10, 2025	By:	/s/ Paul Adler
		Paul Adler
		President

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