Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On August 18, 2021, Veroni Brands Corp. (the "registrant" or the "Company") was
advised by M&K CPA, PLLC ("M&K"), its registered independent public accountant
for the fiscal year ended December 31, 2020, that the financial statements for
the year ended December 31, 2019 should not be relied upon. The Company failed
to record the right-of-use asset and liability related to the lease of its
office at 2275 Half Day Road in 2019 and erroneously recorded the conversion of
a promissory note into common stock in 2019. The conversion of the note took
place in early 2020.
The Company intends to file an amendment to its Annual Report on Form 10-K for
the year ended December 31, 2019, originally filed with the Securities and
Exchange Commission (the "SEC") on April 14, 2020, and its Quarterly Report on
Form 10-Q for the period ending March 31, 2020, originally filed with the SEC on
May 15, 2020, to amend and restate financial statements and other financial
information. Accordingly, the Company's previously issued financial statements
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 2019 and Quarterly Report on Form 10-Q for the period ending March
31, 2020 should no longer be relied upon. The Company's Board of Directors and
management discussed with M&K the matters disclosed in this Item 4.02(b) on
August 18, 2021.
The restatements are expected to have an impact on the financial statements for
the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the
period ending March 31, 2020, as previously filed, with changes reflected in the
relevant financial statements, due to changes in presentation of right-of-use
asset and liability, notes payable, and stockholders' equity, which impacted the
Company's related disclosures and Management's Discussion and Analysis of
Financial Condition. No changes due to the restatement are expected to have any
impact on our cash position, cash flow, liquidity, or operations.
Management evaluated its prior conclusions regarding the effectiveness of the
Company's disclosure control and procedures and internal control over financial
reporting. Based on that evaluation, management has concluded that this matter
resulted from a material weakness in the Company's internal control over
financial reporting pertaining to the application of ASC 842 during 2019. As a
result of the material weakness pertaining to our omission with regard to the
revised presentation of these items, the Company has concluded that its internal
control over financial reporting and its disclosure controls and procedures were
ineffective as of the periods referenced above.
Management and the Company's Audit Committee have consulted M&K regarding the
matters disclosed in this Form 8-K in reaching the conclusion to restate the
Financial Statements for the above noted periods.
Item 9.01 Financial Statements and Exhibits.
Regulation
S-K Number Document
7.1 Non reliance letter from M&K CPAS, PLLC pursuant to Item 4.02(b),
dated August 18, 2021
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VERONI BRANDS CORP. 
