VONI Veroni Brands Corporation (CE)

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.