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

~~January~~August 18, 2021

Date of Report (Date of earliest event reported)

Veroni Brands Corp. ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Delaware		0-55735		81-4664596
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2275 Half Day Rd. Suite 346

Bannockburn, IL

60015

(Address of principal executive offices)

(Zip Code)

(888)794-2999

Registrant’s telephone number, including area code

Not applicable

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

Check the appropriate box below if the Form 8-K 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: None.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ~~[X]~~☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for ~~complying~~ complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ~~[ ]~~☐

Item 4.~~01 Changes~~02 inNon-Reliance ~~Registrant’s~~on ~~Certifying~~Previously ~~Accountant.~~Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On ~~January~~August 18, 2021, Veroni Brands Corp. (the “registrant” or the “Company”) ~~dismissed~~was Ladvised Jby ~~Soldinger~~M&K ~~Associates~~CPA, ~~LLC~~ PLLC (“~~Soldinger~~M&K”) as , its ~~independent~~ registered independent public ~~accounting~~accountant ~~firm.~~for ~~Other~~the ~~than~~fiscal asyear ~~noted~~ended inDecember ~~the~~31, ~~paragraph below~~2020, ~~the~~ ~~report~~that ~~of Soldinger on~~ the ~~Company’s~~ financial statements for the ~~years~~ year ended December 31, 2019 should not be relied upon. The Company failed to record the right-of-use asset and ~~2018~~liability ~~did~~related ~~not~~to ~~contain~~the lease anof ~~adverse~~its ~~opinion~~office orat ~~disclaimer~~2275 ofHalf ~~opinion,~~Day Road in 2019 and ~~such~~erroneously ~~reports~~recorded ~~were~~the ~~not~~conversion ~~qualified~~of ora ~~modified~~promissory asnote tointo ~~audit~~common ~~scope,~~stock orin ~~accounting~~2019. The ~~principles~~conversion of the note took place in early 2020.

The ~~report~~Company ofintends ~~Soldinger~~to onfile ~~the~~an ~~Company’s~~amendment ~~financial~~to ~~statements~~its asAnnual ofReport ~~and~~on Form 10-K for the ~~years~~year ended December 31, 2019, originally filed with the Securities and ~~2018~~Exchange ~~contained~~Commission (the “SEC”) on April 14, 2020, and its Quarterly Report on Form 10-Q for the period ending ~~explanatory~~March ~~paragraphs~~31, ~~which~~2020, ~~noted~~originally ~~that~~filed ~~there~~with ~~was~~the ~~substantial~~SEC ~~doubt~~on asMay 15, 2020, to amend and restate financial statements and other financial information. Accordingly, the Company’s ~~ability~~previously toissued ~~continue~~financial asstatements acontained ~~going~~in ~~concern as~~ the Company’s ~~had~~Annual ~~recurring~~Report ~~losses~~on ~~from~~Form ~~operations~~10-K for the year ended December 31, 2019 and anQuarterly ~~accumulated~~Report ~~deficit~~on Form 10-Q for the period ending March 31, ~~low~~2020 ~~working~~should ~~capital~~no longer be relied upon. The Company’s Board of Directors and ~~cash~~management ~~balances~~discussed ~~that~~with ~~raised substantial~~M&K ~~doubt~~the ~~about~~matters ~~its~~disclosed ~~ability~~in tothis ~~continue~~Item as4.02(b) aon ~~going~~August ~~concern~~18, 2021.

~~During~~The restatements are expected to have an impact on the ~~fiscal~~financial ~~years~~statements for the year ended December 31, 2019 and ~~2018~~Quarterly ~~and~~Report ~~through~~on Form ~~the~~10-Q ~~interim~~for the period ~~ended~~ending ~~January~~March 1831, ~~2021~~2020, ~~there were no “disagreements” (~~as ~~such~~previously ~~term~~filed, iswith ~~defined~~changes reflected in ~~Item~~the ~~304~~relevant offinancial ~~Regulation~~statements, ~~S-K)~~due to ~~with~~changes ~~Soldinger~~in onpresentation ~~any~~of ~~matter~~ right-of-use ~~accounting~~asset ~~principles~~and ~~or practices~~liability, ~~financial statement~~notes ~~disclosure~~payable, orand ~~auditing~~stockholders’ ~~scope or procedure~~equity, which ~~disagreements,~~impacted ifthe ~~not~~Company’s related ~~resolved~~disclosures toand ~~Soldinger~~Management’s ~~satisfaction,~~Discussion ~~would have~~and ~~caused~~Analysis itof Financial Condition. No changes due to ~~make~~the ~~reference~~restatement ~~thereto~~are inexpected to ~~its~~have ~~reports~~any impact on ~~the~~our ~~Company’s~~cash ~~financial~~position, ~~statements~~cash ~~for~~flow, ~~such~~liquidity, ~~periods~~or operations.

OnManagement ~~January~~evaluated ~~20,~~its ~~2021,~~prior conclusions regarding the ~~Registrant~~effectiveness ~~engaged~~of ~~M&K~~the ~~CPA~~Company’s disclosure control and procedures and internal control over financial reporting. Based on that evaluation, ~~PLLC~~management ~~(“M&K”)~~has asconcluded ~~the~~that ~~registered~~this ~~independent~~matter ~~public~~resulted ~~accountant~~from a material weakness in the ~~for~~Company’s internal control over financial reporting pertaining to the ~~fiscal~~application ~~year~~of ~~ended~~ASC ~~December~~842 ~~31,~~during ~~2020~~2019. ~~The~~As ~~decision~~a result of the material weakness pertaining to ~~appoint~~our ~~M&K~~omission ~~was~~with ~~approved~~regard byto the ~~registrant’s~~revised ~~Board~~presentation of ~~Directors~~these items, the Company has concluded that its internal oncontrol ~~January~~over ~~20,~~financial ~~2021~~reporting and its disclosure controls and procedures were ineffective as of the periods referenced above.

~~During~~Management and the ~~registrant~~Company’s ~~two~~Audit ~~most~~Committee ~~recent~~have ~~fiscal years and the subsequent interim period up through the date of engagement of M&K (January 20, 2021), neither the registrant nor anyone on its behalf~~ consulted M&K regarding the ~~application~~matters ofdisclosed ~~accounting principles~~in tothis aForm ~~specific~~8-K ~~completed~~in orreaching ~~contemplated transaction, or~~ the ~~type of audit opinion that might be rendered on the registrant’s~~conclusion ~~financial~~to ~~statements.~~restate ~~Further, M&K has not provided~~ the ~~registrant~~Financial ~~with~~Statements ~~written~~for ~~or oral advice that was an important factor that~~ the ~~registrant~~above ~~considered~~noted ~~in reaching a decision as to any accounting, auditing or financial reporting issues~~periods.

Item 9.01

Financial Statements and Exhibits.

Regulation S-K Number		Document
16.1		Letter from L J Soldinger Associates, LLC
7.1		Non reliance letter from M&K CPAS, PLLC pursuant to Item 4.02(b), dated August 18, 2021

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.

Veroni Brands Corp.

/s/: Igor Gabal Igor Gabal, President ~~January~~August 2719, 2021

EXHIBIT INDEX

Regulation S-K Number		Document
16.1		Letter from L J Soldinger Associates, LLC
7.1		Non reliance letter from M&K CPAS, PLLC pursuant to Item 4.02(b), dated August 18, 2021

Filing Compare · Veroni Brands Corp.