8-K

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): March 31, 2026

NETBRANDS

CORP.

(Exact name of registrant as specified in its charter)

4042Austin Boulevard, Suite BIsland Park, New York 11558(Address of principal executive offices)

Registrant’s telephone number, including area code: (800) 550-5996

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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. ☐

Item4.01 Change in Registrant’s Certifying Accountant.

Effective as of March 31, 2026, NetBrands Corp., a Delaware corporation (the “Company), dismissed Aloba Awomolo & Partners as its independent registered public accounting firm. The decision to change independent registered public accounting firms was made with the recommendation and approval of the Company’s board of directors.

Aloba, Awomolo & Partners had served as the Company’s independent auditor since April 10, 2025. They only performed an audit of the 2024 consolidated financial statements and unaudited reviews of the Company’s consolidated financial statements as of Q1, 2025, Q2, 2025, Q3, 2025 & did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles, except that such reports included explanatory paragraphs with respect to the Company’s ability, in light of its accumulated losses and negative cash flows from operations, to continue as a going concern.

During interim period through the date of this report, there were no disagreements, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and Aloba, Awomolo & Partners on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Aloba, Awomolo & Partners’ satisfaction, would have caused Aloba, Awomolo & Partners to make reference to such disagreements in its unaudited interim reviews.

During and the subsequent interim period through the date of this report, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Effective as of March 31, 2026, the Company engaged Shah Teelani & Associates as Aloba, Awomolo & Partners’ replacement.

During the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through the date of this report, neither the Company nor anyone on its behalf has consulted with Shah Teelani & Associates regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided nor oral advice was provided to the Company that Shah Teelani & Associates concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph 304(a)(1)(v)) of Regulation S-K).

Item9.01 Financial Statements and Exhibits.

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.

Exhibit 1

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Dear Sirs/Madams:

RE:NETBRANDS CORP.

We have read Item 4.01 of NETBRANDS CORP. Form 8-K dated April 1, 2026, and we agree with the statements set forth in Item 4.01, in so far as they relate to our firm. We have no basis to agree or disagree with the other statements contained therein.

Yours faithfully,

Aloba,Awomolo & Partners

PCAOB ID #7275

Ibadan, Nigeria

March 31, 2026