UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

_____________________

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 29~~ January 27, ~~2025~~ 2026 (~~November~~December 1424, 2025)

Mag Magna Corp.

(Exact name of registrant as specified in its charter)

333-268561		98-1626237
(Commission File Number)		(IRS Employer Identification Number)

4005 West Reno Avenue, Suite F

Las Vegas, Nevada 89118

Wyoming

(Address of Principal Executive Offices)

(State or other jurisdiction of incorporation or organization)

702-595-2247

(Registrant’s telephone number, including area code)

~~Room 2318, Anxiaowo Apartment, Huaqiang Square,~~N/A

Fuhai Sub-District, Bao’an District,

Shenzhen City, Guangdong Province, China, 518000

(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

None

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 45.01. Changes in ~~Registrant’s~~Control ~~Certifying~~of ~~Accountant~~Registrant.

~~(a)~~Effective December 24, 2025, ~~Former~~there ~~Independent~~occurred ~~Registered~~a ~~Public~~change ~~Accounting~~in ~~Firm~~control of Mag Magna Corp., a Wyoming corporation (the “Company”). On ~~November~~such 14date, pursuant ~~2025, Mac~~to ~~Accounting~~a ~~Group~~stock &purchase ~~CPAs,~~agreement ~~LLP~~ (the “~~Mac~~Change-in-Control ~~Accounting Group~~Agreement”), ~~resigned~~Harpreet asSangha ~~the~~acquired ~~independent registered public accounting~~4,500,000 ~~firm~~shares of ~~Mag~~the ~~Magna~~Company’s ~~Corp.,~~common astock ~~Wyoming corporation~~ (the “~~Company~~Control Shares”), ~~effective~~from ~~immediately~~Wang Gang. The ~~Company~~Control ~~has~~Shares represent ~~authorized~~approximately ~~Mac~~77.20% ~~Accounting~~of ~~Group~~the tooutstanding ~~respond~~shares ~~fully~~of tothe Company’s common stock and constitute voting control of the ~~inquiries~~Company. The total consideration paid by Mr. Sangha for the Control Shares was $415,000.00, paid $240,000 by delivery of ~~Boladale~~cash ~~Lawal~~at &the Coclosing and $175,000.00 by delivery of a secured promissory note at the closing, with such note due and payable on or before the ~~successor~~sixtieth ~~auditors~~day immediately following the closing date and secured by a pledge of the Control Shares in favor of Mr. Wang.

~~Mac Accounting~~In ~~Group~~conjunction ~~served~~with as the ~~Company’s~~Change-in-Control Agreements, ~~independent~~on ~~registered~~December ~~public~~24, ~~accounting~~2025, ~~firm~~Wang ~~for~~Gang ~~the~~resigned ~~fiscal~~as ~~years~~President, ~~ended~~Chief ~~April~~Executive 30Officer, ~~2025 and 2024~~Treasurer, Secretary and ~~the~~Director ~~interim~~of ~~period~~the ~~ended~~Company and ~~July~~Harpreet ~~31,~~Sangha ~~2025.~~was ~~Mac~~appointed ~~Accounting~~as ~~Group~~the ~~reviewed~~Sole ~~the~~Director, ~~Company’s~~President, ~~quarterly~~Chief ~~report~~Executive ~~for~~Officer, ~~the~~Treasurer ~~period ended~~and ~~July~~Secretary ~~31,~~of ~~2025~~the Company.

~~During the~~Certain ~~Company’s~~information ~~most recent fiscal year ended April 30, 2025, and the subsequent interim period through November 14, 2025: (i) there~~regarding ~~were no disagreements between~~ the ~~Company~~background ~~and Mac Accounting Group on any matters~~ of ~~accounting~~Mr. ~~principles~~Sangha oris ~~practices,~~set ~~financial~~forth statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Mac Accounting Group, would have caused it to make reference to the subject matter of the disagreements in connection with its report on the Company’s financial statements; and (ii) there were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K)below.

~~The Company~~Harpreet ~~has~~Sangha, ~~provided~~61, ~~Mac~~Harp ~~Accounting~~Sangha ~~Group~~is a seasoned business executive and capital-markets executive with ~~the~~decades ~~disclosures~~of ~~under~~leadership ~~this~~in ~~Item~~public 4companies.01 Mr. Sangha served as an officer and director China Dongsheng International Inc. (aOTCID: CDSG) from September 2021 to February 2025 and ~~has~~as ~~requested~~an officer and ~~received~~director of Barrel Energy Inc.(OTCID: BRLL) from ~~Mac~~August ~~Accounting Group~~2018 ato ~~copy~~February of2025. ~~the~~Mr. ~~letter~~Sangha ~~addressed~~has toan ~~the~~extensive ~~Securities~~background in raising capital, guiding early-stage public companies, and ~~Exchange~~building ~~Commission~~strong ~~stating~~institutional ~~that~~relationships. ~~Mac~~Mr. ~~Accounting~~Sangha ~~Group~~has ~~agrees~~been ~~with~~directly involved in the ~~above statements.~~evaluation, Afinancing, ~~copy~~and development of ~~the~~metals ~~letter~~and ~~from~~energy ~~Mac~~assets, ~~Accounting~~including ~~Group~~projects isrelated ~~attached~~to ascritical ~~Exhibit~~minerals, 16base metals, and energy resources.1 He has worked closely with technical teams, government stakeholders, and international partners to ~~this~~advance ~~Current~~projects ~~Report~~from early-stage assessment through development and commercialization. His deep understanding of commodity markets, project economics, and regulatory frameworks has enabled him to navigate complex jurisdictions and capitalize on ~~Form~~emerging ~~8-K~~opportunities within the global resource sector.

~~(b)~~The following table sets forth, ~~New~~as ~~Independent~~of ~~Registered~~the ~~Public~~date ~~Accounting~~of ~~Firm. On~~this ~~December~~Current 2Report, ~~2025,~~ the ~~Company~~shareholdings ~~appointed~~of ~~Boladale~~(1) ~~Lawal~~each &person ~~Co.~~owning ~~(“Lawal &~~beneficially ~~Co.”)~~5% asor more of the Company’s ~~new~~outstanding common ~~independent~~stock; ~~registered~~(2) ~~public~~each ~~accounting~~executive ~~firm~~officer of the Company, ~~effective~~and ~~immediately.~~(3) ~~During~~all ~~the Company’s~~officers ~~two~~and ~~most~~directors ~~recent~~as ~~fiscal~~a ~~years~~group. ~~ended~~Unless ~~April~~otherwise 30indicated, ~~2025~~each owner ~~and~~has ~~2024,~~sole voting and ~~the~~investment ~~subsequent~~power ~~interim~~over ~~period~~his ~~through~~securities. ~~November~~Information ~~14,~~relating ~~2025,~~to beneficial ownership of securities by our principal ~~neither~~shareholders ~~the~~and ~~Company~~management ~~nor~~is ~~anyone~~based ~~acting~~upon oninformation ~~behalf~~furnished ofby ~~the~~each ~~Company~~person ~~had~~using ~~consulted~~beneficial ~~Lawal~~ownership’ &concepts Counder the rules of the SEC. ~~regarding~~Under ~~either:~~these ~~(i)~~rules, ~~the~~a ~~application~~person ~~of accounting~~is ~~principles~~deemed to be a ~~specified~~beneficial ~~transaction,~~owner ~~either~~of ~~completed~~a security if that person has or ~~proposed~~shares voting power, which includes the power to vote or direct the ~~type~~voting of ~~audit~~the ~~opinion~~security, ~~that~~or ~~might~~investment bepower, ~~rendered~~which on includes the ~~Company’s~~power ~~financial~~to ~~statements,~~vote ~~nor~~or ~~did~~direct ~~Lawal~~the &voting of Cothe security. ~~provide~~The aperson ~~written~~is ~~report~~also ordeemed ~~oral~~to ~~advice~~be toa ~~the~~beneficial ~~Company~~owner of any security of which that ~~Lawal~~person &has a right to acquire beneficial Coownership within 60 days. ~~concluded~~Under ~~was~~the anSEC ~~important~~rules, ~~factor~~more ~~considered~~than byone ~~the~~person ~~Company~~may inbe ~~reaching~~deemed to be a ~~decision~~beneficial asowner toof the ~~accounting~~same securities, ~~auditing~~and a orperson ~~financial~~may ~~reporting issues;~~be deemed to be a beneficial owner of securities as to which he or ~~(ii)~~she may not have any ~~matter~~pecuniary ~~that~~beneficial ~~was~~interest. ~~either~~Except as ~~the~~noted ~~subject~~below, ofeach aperson ~~“disagreement”~~has (sole voting and investment power. Except as ~~defined~~disclosed inherein, ~~Item~~we ~~304(a)(1)(iv)~~do ofnot ~~Regulation S-K~~have ~~and~~any ~~the~~outstanding ~~related~~options ~~instructions)~~or other securities exercisable for or aconvertible ~~“reportable~~into ~~event”~~shares ~~(as~~of ~~described~~our incommon ~~Item~~stock. ~~304(a)(1)(v)~~Unless otherwise indicated, the address of ~~Regulation~~each ~~S-K)~~person listed is c/o Mag Magna Corp., 4005 West Reno Avenue, Suite F, Las Vegas, Nevada 89118.

Item 9.01 Financial Statements and Exhibits.

Name of Beneficial Owner	Title of Class	Beneficial Ownership		Percent of Class⁽¹⁾
Harpreet Sangha⁽²⁾	Common Stock		4,500,000		77.20%
All Officers and Directors as a Group (1 person)	Common Stock		4,500,000		77.20%

(d) Exhibits.

(1)	Based on 5,829,047 shares outstanding, as of the date of this Current Report.
(2)	Officer and director.

Exhibit No.		Description
16.1*		Letter from Mac Accounting Group & CPAs, LLP to the Securities and Exchange Commission, dated December 15, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document).
* Filed herewith

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~SIGNATURES~~The disclosure set forth above under Item 5.01. Changes in Control of Registrant is incorporated in this Item 5.02.

~~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.~~2

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.

MAG MAGNA CORP.

Date: December 29, 2025

/s/ Harpreet Sangha

Harpreet Sangha

Chief Executive Officer

Filing Compare · Mag Magna Corp