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): November 22, 2022

REAL BRANDS INC.

(Exact name of registrant as specified in its charter)

Nevada

000-28027

40-0014655

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

12 Humbert Street,

North Providence, RI 02911

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (617) 803-0004

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

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))

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 4.01. Change in Registrant’s Certifying Accountant.

(a) Previous independent registered public accounting firm

(i)

On November 22, 2022, L&L CPAS, P.A., our independent registered public accounting firm, resigned inasmuch as said firm is no longer preforming public audits.

(ii)

The reports of L&L CPAS, P.A., on the Company's consolidated financial statements as of and for the years ended December 31, 2021 and 2020 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

(iii)

The Audit Committee of our Board of Directors participated in and approved the decision to change independent registered public accounting firms.

(iv)

During the years ended December 31, 2021 and 2020 and through November 22, 2022, there have been no disagreements with L&L CPAS, P.A., on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of L&L CPAS, P.A., would have caused it to make reference thereto in connection with its report on the financial statements for such years.

(v)

During the years ended December 31, 2021 and 2020 and through November 22, 2022, there have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company has requested that L&L CPAS, P.A. furnish it with a letter addressed to the Securities and Exchange Commission indicating whether it agrees with the above statements. A copy of such letter is annexed as an exhibit hereto.

(b) New independent registered public accounting firm

(i)

We engaged M&K CPAS, PLLC, Inc. as our new independent registered public accounting firm as of December 21, 2022. During the two most recent fiscal years and through December 21, 2022, we have not consulted with M&K CPAS, PLLC regarding any of the following:

(1)

The application of accounting principles to a specific transaction, either completed or proposed;

(2)

The type of audit opinion that might be rendered on our consolidated financial statements, and none of the following was provided to the Company: (a) a written report, or (b) oral advice that M&K CPAS, PLLC concluded was an important factor considered by us in reaching a decision as to an accounting, auditing or financial reporting issue;

(3)

Any matter that was the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K; or

(4)

Any matter that was a reportable event, as that item is defined in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

16.1	Letter from L&L CPAS, PA to the Securities and Exchange Commission dated December 22, 2022.
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.

	REAL BRANDS INC.

Dated: December 22, 2022
	By: /s/ THOM KIDRIN Thom Kidrin, CEO

Real Brands, Inc. 8-K