UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report:
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State of Incorporation) | Commission File Number | (IRS EIN) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
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 |
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
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 4.01 | CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT. |
Effective May 9, 2024, Fuss Brands Corp. (the “Company) dismissed BF Borgers CPA PC (“BF Borgers”) as its independent registered public accounting firm.
BF Borgers’ audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended October 31, 2023 and October 31, 2022 contained a qualification that the Company’s significant operating losses raise substantial doubt as to the Company’s ability to continue as a going concern. The audit reports did not otherwise contain a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles.
During the fiscal years ended October 31, 2023 and 2022, and the subsequent 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 BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to BF Borgers’ satisfaction, would have caused BF Borgers to make reference to such disagreements in its audit reports.
During the fiscal years ended October 31, 2023 and 2022, 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.
The U.S. Securities and Exchange Commission (the “SEC”) has advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it agrees with the statements herein, the Company may indicate that BF Borgers is not currently permitted to appear or practice before the SEC for reasons described in the SEC’s Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, dated May 3, 2024.
1
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.
| Date: May 8, 2024 | FUSS BRANDS CORP. | |
| BY: | /s/ Cheskel Meisels | |
| Cheskel Meisels | ||
2
Cover |
May 08, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 08, 2024 |
| Entity File Number | 001-34808 |
| Entity Registrant Name | FUSS BRANDS CORP |
| Entity Central Index Key | 0000926844 |
| Entity Tax Identification Number | 87-1343424 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 80 Broad Street |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10004 |
| City Area Code | (917) |
| Local Phone Number | 720-3366 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
D(GP&LK\,S4-AB.G8RF
M2&]B]#V,YU#BG/]3(U45%K"FHO409.B1P74&0ZRQB28)UD-N5G0&[O+H YMR
MR"9JZJ8IGJ,.>%,.]D9/)508H'Q3F:B\]E-L.>F.7F=Z_S!YU!Y:YU;*O8=7
MLN48Y0]02P,$% @ &(FH6"0>FZ*M ^ $ !H !X;"]?