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 and Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~ 31July 9, 2019

VEGALAB, INC.

(Exact name of registrant as specified in its charter)

000-53248

(Commission File No.)

Nevada	68-0635204
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

636 U.S. Highway 1, Ste. 110

North Palm Beach, FL 33408

(Address of principal executive offices)

(800) 208-1680

(Registrant’s telephone number)

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 ( see General Instruction A.2. below):

¨	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 x¨

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~~Item 41.01. ~~CHANGES~~Entry INinto ~~REGISTRANT’S~~a ~~CERTIFYING~~Material ~~ACCOUNTANT~~Definitive Agreement.

~~(a) Dismissal of Independent Registered Public Accounting~~Promissory ~~Firm~~Note

On July ~~January 31~~9, 2019, ~~Marcum~~Vegalab, ~~LLP~~Inc., ~~was~~a ~~dismissed as~~Nevada corporation (“the ~~independent~~Company”) ~~registered~~consummated ~~public~~the ~~accounting~~offer ~~firm~~and sale of ~~Vegalab~~a 6% Promissory Note in the principal amount of $500,000 ~~Inc.~~(the “Note”) in a private placement to an accredited investor (the “~~Company~~Investor”). Principal and interest on the Note shall be payable in equal monthly installments beginning April 1, 2020 and continuing until November 1, 2020, at which time all outstanding principal and interest shall be due. The Note bears interest at a rate of 6% per annum. The Note may be prepaid, in whole or in part, at any time at no penalty to the Company’s. ~~Board~~No mandatory redemption or sinking offund ~~Directors~~provisions ~~approved~~are provided for in the ~~dismissal~~Note. However, the Note is subject to certain additional terms and conditions, including certain remedies in connection with certain customary events of ~~Marcum~~default.

~~Marcum LLP did not issue an audit report~~In onconnection ~~the~~with ~~financial statements of~~ the ~~Company~~sale as of ~~any date or for any period. During~~ the ~~time~~Note, ~~Marcum LLP served as~~ the Company~~'s independent~~ ~~registered~~entered ~~public~~into ~~accounting~~a ~~firm~~Collateral ~~there~~Pledge ~~were~~Agreement no(the ~~disagreements~~“Pledge ~~with Marcum LLP on any matter of accounting principles or practices~~Agreement”), ~~financial statement disclosure, or auditing scope or procedure,~~ which ~~disagreements,~~grants ~~if not resolved to~~ the ~~satisfaction of~~Investor ~~Marcum~~a ~~LLP,~~security ~~would~~interest ~~have caused Marcum LLP to make reference~~ in ~~connection with its opinion (had it issued one) to~~ the ~~subject matter~~Company’s ~~of the disagreement~~assets.

~~The~~In connection ~~Company~~with ~~provided~~the ~~Marcum~~issuance ~~with~~of athe ~~copy of~~Note, the ~~foregoing~~Company ~~disclosures~~issued ~~and~~a ~~requested~~Nonqualified ~~Marcum~~Stock toWarrant ~~furnish~~Agreement (the ~~Company~~“Warrant”) to ~~with~~the aInvestor ~~letter addressed~~ to ~~the~~purchase ~~Securities~~three ~~and~~million ~~Exchange Commission~~four ~~stating~~hundred ~~whether~~thousand or(3,400,000) ~~not~~shares ~~Marcum~~of ~~agrees~~common ~~with~~stock of the ~~disclosures.~~Company Aat ~~copy~~an exercise price of ~~Marcum’s~~$1.00 ~~letter~~per isshare. ~~filed~~The asWarrant ~~Exhibit~~is ~~16.1 to~~exercisable ~~this~~for ~~Current~~four ~~Report~~(4) ~~on Form 8-K~~years.

~~(b)~~The foregoing ~~New~~descriptions ~~Independent~~of ~~Registered~~the ~~Public~~Note, the Pledge Agreement and the Warrant do not purport to be complete and are qualified in their ~~Accounting~~entirety ~~Firm~~by reference to the form of Note and Pledge Agreement filed hereto as Exhibits 10.1, 10.2 and 10.3, respectively.

~~On February 1, 2019, the Company’s Board of Directors, acting in the capacity of an audit committee, engaged Rosenberg Rich Baker Berman, P~~Item 2.A03. ~~as the Company’s~~ ~~new~~Creation independent registered public accounting firm to act as the principal accountant to audit the Company’s financial statements. During the Company’s fiscal years ended December 31, 2017 and 30, 2016, and through January 31, 2019, neither the Company, nor anyone acting on its behalf, consulted with Rosenberg Rich Baker Berman, P.A. regarding the application of ~~accounting principles to~~ a ~~specific~~Direct ~~completed~~Financial orObligation ~~proposed transaction~~ or ~~the~~an ~~type~~Obligation ofunder ~~audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided that Rosenberg Rich Baker Berman, P.A. concluded was~~ an ~~important factor~~Off ~~considered~~Balance bySheet ~~the~~Arrangement ~~Company~~of ~~in reaching~~ a ~~decision as to any such accounting, auditing or financial reporting issue~~Registrant.

The information set forth in Item 91.01. ~~Financial~~is ~~Statements~~incorporated ~~and~~by ~~Exhibits~~reference into this Item 2.03.

Exhibit No.		Description
16.1		Letter to the Securities and Exchange Commission from Marcum LLP regarding the matters disclosed in Item 4.01 of this Current Report on Form 8-K.

Item 3.02. Unregistered Sales of Equity Securities.

~~SIGNATURES~~The information set forth in Item 1.01 is incorporated by reference into this Item 3.02.

~~Pursuant~~The offer toand sale of the ~~requirements~~Notes and Warrant (and the shares of Common Stock into which the ~~Securities~~Warrants are exercisable) were made pursuant ~~and~~to ~~Exchange~~the exemption from registration provided by Section 4(a)(2) of the Securities Act of ~~1934~~1933, as amended, including pursuant to Rule 506 thereunder, because, among other things, the ~~registrant~~transaction ~~has~~did ~~duly~~not ~~caused~~involve ~~this~~a ~~report~~public tooffering, bethe ~~signed~~purchasers onare ~~its~~accredited investors ~~behalf~~who byacquired the ~~undersigned~~securities ~~hereunto~~for ~~duly~~investment and not resale, and the Company took appropriate measures to restrict the ~~authorized~~transfer of the securities.

	VEGALAB, INC.
Dated February 5, 2019	By:	/s/ Craig Laughlin
	Craig Laughlin, President

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
10.1		Form of Promissory Note
10.2		Form of Pledge Agreement
10.3		Form of Warrant

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VEGALAB, INC.

Dated July 17, 2019	By:	/s/ Craig Laughlin
		Craig Laughlin, President

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