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): ~~December~~August 182, ~~2020~~2022

NUTRALIFE BIOSCIENCES, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Florida

000-55144

46-1482900

(State or Other Jurisdiction of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

6601 Lyons Road, Suite L-6, Coconut Creek, FL 33073

(Address of Principal Executive Office) (Zip Code)

(888) 509-8901

(Registrant’s telephone number, including area code)

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
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 ~~[X]~~☒

If an emerging growth company, indicate by checkmark 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 74.01. ~~Regulation~~Changes FDin ~~Disclosure~~Registrant’s Certifying Accountant.

OnEffective ~~December~~February 181, ~~2020~~2022, NutraLife BioSciences, Inc.’s (the “Company”) ~~issued~~independent aregistered ~~press~~public ~~release~~accounting ~~providing~~firm, ~~a Company update.~~Rotenberg AMeril ~~copy~~Solomon ofBertiger ~~this~~& ~~press~~Guttilla, ~~release~~P.C. isCertified ~~attached~~Public ~~hereto~~Accountants as(“Rotenberg”), ~~Exhibit~~combined ~~99.1~~with ~~and~~Marcum ~~incorporated herein by reference~~LLP. ~~The information contained~~Rotenberg incontinued ~~the~~to ~~websites~~operate ~~referenced~~as inan ~~the~~independent ~~press~~registered ~~release~~public ~~are~~accounting ~~not~~firm as a ~~part~~wholly ofowned ~~this~~subsidiary ~~Current~~of ~~Report~~Marcum ~~on Form 8-K~~LLP.

~~The~~Rotenberg ~~information~~continued ~~included~~to inserve ~~Item~~as ~~7.01~~the toCompany’s ~~this~~independent ~~Current~~registered ~~Report~~public onaccounting ~~Form~~firm ~~8-K~~through ~~shall~~August ~~not~~2, be2022. ~~deemed~~Rotenberg’s totransition into beMarcum ~~“filed”~~has ~~for~~progressed ~~purposes of~~and ~~Section~~Rotenberg 18has offormally ~~the~~resigned ~~Securities~~on ~~Exchange~~August ~~Act~~2, ~~of 1934~~2022, as ~~amended (~~the ~~“Exchange~~Company’s ~~Act”),~~independent orregistered ~~otherwise~~public accounting ~~subject~~firm toand the ~~liabilities~~ ofservices ~~that~~previously ~~section,~~provided ~~nor~~by ~~shall~~Rotenberg ~~such~~will ~~information~~now be ~~deemed~~provided ~~incorporated~~ by ~~reference~~Marcum inLLP. ~~any~~On ~~filing~~August ~~under~~2, 2022, the ~~Securities~~Board of ~~Act~~Directors of ~~1933,~~the asCompany ~~amended,~~approved or the ~~Exchange~~engagement ~~Act,~~of ~~except~~Marcum asLLP ~~shall~~to beserve ~~expressly~~as ~~set~~the ~~forth~~independent byregistered ~~specific~~public ~~reference~~accounting infirm ~~such~~of athe ~~filing. The~~Company ~~information~~for ~~set forth under this Item 7.01 shall not be deemed an admission as to~~ the ~~materiality~~year ofending ~~any~~December ~~information~~31, ~~in this Current Report on Form 8-K~~2022.

~~Item~~Rotenberg’s 9reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2021 and 2020 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports expressed substantial doubt regarding the Company’s ability to continue as a going concern.~~01.~~ Furthermore, ~~Financial~~during ~~Statements~~the Company’s two most recent fiscal years and ~~Exhibits~~through August 2, 2022, there have been no disagreements with Rotenberg on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Rotenberg’s satisfaction, would have caused Rotenberg to make reference to the subject matter of the disagreement in connection with its reports on the Company’s consolidated financial statements for such periods.

For the fiscal years ended December 31, 2021 and 2020 and through August 2, 2022, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Rotenberg with a copy of the disclosure contained herein, prior to its filing with the Securities and Exchange Commission (the “Commission”), and requested that Rotenberg furnish the Company a letter addressed to the Commission stating whether or not it agreed with the statements herein and, if not, stating the respects in which it does not agree. Rotenberg’s letter to the Commission is attached hereto as Exhibit 16.1.

During the fiscal years ended December 31, 2021 and 2020 and through August 2, 2022, the Company did not consult Marcum LLP with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s consolidated financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release issued December 18, 2020.
16.1		Letter of Rotenberg Meril Solomon Bertiger & Guttilla, P.C. Certified Public Accountants to the Commission dated August 17, 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NUTRALIFE BIOSCIENCES, INC.
Date: December 18, 2020	By:	/s/ Edgar Ward
Date: August 17, 2022	By:	/s/ Edgar Ward
		Edgar Ward Chief Executive Officer

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