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~~May 221, ~~2022~~2024

REAL BRANDS INC.

(Exact name of registrant as specified in its charter)

Nevada		~~000~~0-28027		40-0014655
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12 Humbert Street,

12 Humbert Street, North Providence, Rhode Island	02911
(Address of principal executive offices)	(Zip Code)

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 45.~~01.~~02 ~~Change~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~(a)~~On ~~Previous~~May ~~independent~~1, ~~registered~~2024, ~~public~~the ~~accounting~~Company ~~firm~~received an email from Peter N. Christos stating that, strictly for personal reasons, he was resigning from the Company’s Board of Directors. Mr. Christos has confirmed that his decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. A copy of this Current Report on Form 8-K was sent to Mr. Christos prior to filing for his review and comment.

~~(i)~~Effective OnMay ~~November 22~~3, ~~2022~~2024, ~~L&L~~Dr. ~~CPAS,~~Richard PJ.A Goldberg was appointed to the Company’s Board of Directors., ~~our~~Dr. ~~independent~~Goldberg ~~registered~~was ~~public~~not ~~accounting~~a ~~firm~~party to any material transactions with the Company, ~~resigned~~nor ~~inasmuch~~does he have any family relationship (as ~~said~~defined ~~firm~~in isItem no401 ~~longer~~to ~~preforming~~Regulation ~~public~~S-K) ~~audits~~with any director or executive officer of the Company.

~~(ii)~~Dr. ~~The~~Goldberg, ~~reports~~age 75, has been a Professor, Dept. of ~~L&L~~Psychiatry ~~CPAS~~and Human Behavior, Pat Brown University since 1990.A Among his other positions were: Professor, Department of Medicine, Brown University (1990-2000); Adjunct Professor, Dept. of Psychiatry, onDartmouth ~~the~~Medical ~~Company's~~School (2000-2009); ~~consolidated~~President, ~~financial~~American ~~statements~~Association asof General Hospital Psychiatrists (1994-1997); Chairman, Fellowship Committee, American Association of Geriatric Psychiatry (2006-2009); Psychiatrist-in-Chief at Rhode Island Hospital (1987-2017); and ~~for~~an ~~the~~officer ~~years~~at ~~ended~~Memoir ~~December~~Health, 31Lumeo Health, ~~2021~~ and ~~2020~~Lifespan ~~contained~~Healthcare noCorporation. ~~adverse~~Dr. ~~opinion~~Goldberg orreceived ~~disclaimer~~an A.B from Cornell University in 1970, an M.D. from State University of ~~opinion~~New ~~and~~York ~~were~~at ~~not~~Buffalo ~~qualified~~in or1974 ~~modified~~and asdid toResidency ~~uncertainty,~~in ~~audit~~Psychiatry ~~scope~~at orYale ~~accounting~~University ~~principle~~(1975-1978).

~~(iii)~~We ~~The~~expect ~~Audit~~that ~~Committee~~Dr. ofGoldberg ~~our~~will ~~Board~~play ofa ~~Directors~~key ~~participated~~role in developing strategy and ~~approved~~advancing our research and development of psychedelic therapies for the ~~decision~~treatment of an array of psychiatric conditions. Dr. Goldberg is party to ~~change~~an ~~independent~~Advisory ~~registered~~Agreement ~~public~~with ~~accounting~~the ~~firms~~Company which provides for the payment of two million shares over the course of 12 months.

(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.SIGNATURE

~~(v)~~Pursuant ~~During~~to the ~~years~~requirements ~~ended~~of ~~December~~the 31Securities Exchange Act of 1934, ~~2021~~as ~~and~~amended, ~~2020~~the ~~and~~Registrant ~~through~~has ~~November~~duly ~~22,~~caused ~~2022,~~this ~~there~~Current ~~have~~Report ~~been~~on noForm ~~reportable~~8-K ~~events~~to ~~(as~~be ~~defined~~signed inon ~~Item~~its ~~304(a)(1)(v)~~behalf ofby ~~Regulation~~the ~~S-K)~~undersigned hereunto duly authorized.

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.

	REAL BRANDS INC.

May 7, 2024
	By: /s/Thom Kidrin
	Thom Kidrin, President

(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

Filing Compare · Real Brands, Inc.