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 ~~October 17~~29, ~~2023~~2025

Legend Spices, Inc.

(Exact name of registrant as specified in its charter)

Nevada

333-271201

38-4247159

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

14 Kajaznuni Street, Apt. 70, Yerevan, Armenia		0070
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code +374 (99) 432000

N/A

(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)	Name of each exchange on which registered
Common Shares	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. ☐

1Item 5.01 Changes in Control of Registrant.

~~Item~~As ~~4.01~~of ~~Changes~~March 29, 2025, there has been a significant change in ~~Registrant’s~~the ~~Certifying~~control ~~Accountant~~of Legend Spices, Inc. (the “Company”). Khachatur Mkrtchyan, the single largest shareholder, has resigned from his position as Chief Executive Officer. His resignation was not due to any disagreements with the Company regarding its operations, policies, or practices.

OnMr. ~~October~~Mkrtchyan 3,has ~~2023,~~entered into ~~LEGEND~~a ~~SPICES~~transaction ~~INC~~with Ms. (Qihui Wang and a group of investors to acquire all his interests in the “Company”). ~~was~~This ~~informed~~transaction ~~that~~is ~~Gries~~currently under &processing ~~Associates,~~and ~~LLC~~has ~~(“Gries”)~~not ~~had~~yet ~~sold~~been ~~its~~completed. ~~business~~The toBoard ~~GreenGrowth~~of ~~CPAs~~the Company has appointed Ms. Qihui Wang (~~“GreenGrowth”~~age 46). as the new Chief Executive Officer, effective immediately on March 29, 2025.

OnItem ~~October~~5.02 ~~17,~~Departure ~~2023~~of ~~the~~Directors ~~Company~~or ~~engaged~~Certain ~~and~~Officers; ~~executed~~Election anof ~~agreement~~Directors; ~~with~~Appointment ~~GreenGrowth~~of ~~CPAs~~Certain ~~(“GreenGrowth”),~~Officers; asCompensatory ~~the~~Arrangements ~~Company’s~~of ~~new~~Certain ~~independent accountant to replace Gries~~Officers.

~~The~~As ~~reports~~ of ~~Gries~~March ~~regarding~~29, ~~the~~2025, ~~Company’s~~Khachactur ~~financial~~Mkrtchyan, ~~statements for~~ the Chairman, ~~fiscal~~President, ~~years~~Chief ~~ended~~Executive ~~December 31~~Officer, ~~2022~~(Principal ~~and~~Executive ~~2021~~Officer, ~~being~~Principal ~~the~~Financial ~~two~~Officer ~~most~~and ~~recent~~Principal ~~fiscal~~Accounting ~~years~~Officer) of ~~for~~Legend ~~which~~Spices, Inc. (the “Company”), ~~has~~is ~~filed~~no ~~audited~~longer ~~financial~~holding ~~statements with~~ the ~~Securities~~positions. ~~and~~Mr. ~~Exchange~~Mkrtchyan’s ~~Commission~~decision ~~(the~~to ~~“SEC”),~~resign ~~did~~is not the ~~contain~~result of any ~~adverse~~disagreement ~~opinion~~with orthe ~~disclaimer~~Company ofon ~~opinion~~any ~~and~~matter ~~were~~relating ~~not~~to ~~qualified~~the Company’s operations, policies, or ~~modified~~practices. asThe Board toof ~~uncertainty,~~the ~~audit~~Company ~~scope~~appointed orQihui ~~accounting~~Wang ~~principles,~~as ~~except~~the toChairman, ~~indicate~~President, ~~that~~Chief ~~there~~Executive ~~was~~Officer, ~~substantial~~(Principal ~~doubt~~Executive ~~about~~Officer, ~~the~~Principal Financial ~~Company’s~~Officer ~~ability~~and toPrincipal ~~continue~~Accounting asOfficer), aeffective ~~going~~March ~~concern~~29, 2025.

~~The board of directors of the Company, acting as the audit committee, approved the decision to change independent accountants.~~Background

~~During~~Qihui ~~the~~Wang ~~fiscal~~is ~~years~~a ~~ended~~senior ~~December~~management ~~31,~~professional with ~~2022~~over ~~and~~20 ~~2021,~~years ~~and~~of ~~through~~experience ~~October~~in ~~17,~~financial ~~2023,~~and ~~the~~asset ~~Company~~management, ~~had~~as nowell ~~disagreements (~~as ~~defined~~human inresources. ~~Item~~Prior ~~304(a)(1)(iv)~~to ofher ~~Regulation~~current ~~S-K~~role ~~and~~at ~~the~~Legend ~~related~~Spices, Ms. ~~instructions~~Wang toheld ~~Item~~a ~~304~~senior ofmanagement ~~Regulation~~position ~~S-K)~~at ~~with~~Shanghai ~~Gries~~Shida onCatering ~~any~~Co., ~~matter of accounting principles or practices~~Ltd., ~~financial~~where ~~statement~~she ~~disclosure~~oversaw orkey ~~auditing~~areas ~~scope~~including orsales, ~~procedures~~financial management, ~~which~~human ~~disagreements~~resources, ifand ~~not~~asset ~~resolved to the satisfaction of Gries would have caused Gries to make reference thereto in connection with its report~~management.

~~During~~Ms. ~~the~~Wang ~~fiscal~~holds ~~years~~a ~~ended~~Bachelor's ~~December~~degree ~~31,~~in ~~2022~~Computer Science ~~and~~from ~~2021,~~Wuhan ~~and~~University ~~through~~of ~~October~~Technology ~~17,~~and ~~2023E,~~is ~~the~~widely ~~Company~~recognized ~~did~~for ~~not~~her ~~experience~~commitment ~~any~~to ~~reportable~~ethical ~~events~~business ~~(as~~practices. ~~defined~~She inhas ~~Item~~earned accolades ~~304(~~as a~~)(1)(v)~~ oftrailblazer ~~Regulation~~in ~~S-K),~~corporate ~~except~~social ~~that~~responsibility. ~~management~~Following ofher ~~the~~graduation, ~~Company~~she ~~discussed~~began ~~with~~her ~~Gries~~career ~~the~~in ~~continued~~company ~~existence~~management, ofdemonstrating a ~~material~~strong ~~weaknesses~~dedication into ~~the~~driving ~~Company’s~~business ~~internal control over financial reporting~~success.

The Company requested Gries to furnish it with a letter addressed to the SEC stating whether or not Gries agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated October 17, 2023, is filed as Exhibit 16.1 to this current report on Form 8-K.2

~~During~~SIGNATURES the Company’s fiscal years ended December 31, 2022 and 2021, and through October 17, 2023, neither the Company nor anyone on the Company’s behalf consulted with Gries regarding any of the following:

(i)	either 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 nor oral advice was provided to the Company that Gries concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or
(ii)	any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

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.

Item 9.01 Financial Statements and Exhibits.

		(Legend Spices, Inc.)
Date: April 3, 2025
	By:	/s/ Qihui Wang
	Name:	Qihui Wang
	Title:	Chairman, President, Chief Executive Officer, (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

~~(d) Exhibits:~~3

Exhibit No.		Description
16.1		Letter from Gries & Associates, LLC*

_______

* Filed herewith

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.

		(Legend Spices, Inc.)
Date: October 27, 2023
	By:	/s/ Khachactur Mkrtchyan
	Name:	Khachactur Mkrtchyan
	Title:	Chief Executive Officer

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