Item 2.04 Triggering Events Which Accelerate or Increase a Direct Financial Effect

          Obligation or an Obligation Under an Off-Balance Sheet Arrangement



As a result of the failure of Omnia Well-being inc. (the “Company”) to timely file its Form 10-Q for the completed quarterly period September 30, 2021 and this Form 8-K, and the occurrence of the restatement described below (collectively, the “Default”), the Company has triggered an event of default under its (a) Securities Purchase Agreement dated June 24, 2021, with Auctus Funds, LLC, a Delaware limited liability company (“Auctus”), (b) a senior secured promissory note in the principal amount of $ 650,000, with the Company as borrower and Auctus as holder thereunder, with an issue date of June 24, 2021 (the “Note”), (c) a common share purchase warrant (the first warrant) held by
Auctus dated June 24, 2021 and (d) a common share purchase warrant (second warrant) held by Auctus dated June 24, 2021 (the “second term”). Default rights Auctus, among other things, to speed up the due date of the outstanding principal and all accrued and unpaid interest on the note. In the event of default, interest will accrue at a default interest rate of 125% of the principal outstanding and accrued interest. Any principal or interest on the Note which is not paid at maturity will bear interest at the rate of the lesser of (i) 16% per annum and (ii) the maximum amount permitted by law as of the maturity date. of it until paid. . In addition, the Second Warrant will become exercisable in accordance with its terms.

Item 4.02 Non-reliance on Previously Published Financial Statements or Related Document

          Audit Report or Completed Interim Review



When preparing its financial statements for the fiscal quarter ended
September 30, 2021, the Company has determined the November 17, 2021 that the previously published financial statements of the Company for the fiscal quarter ended
June 30, 2021 included in its quarterly report for the Fiscal quarter ended June 30, 2021 (the “Form 10-Q”) should no longer be relied on. Management of the Company subsequently consulted BF Borgers CPA PC, the Company’s independent registered public accounting firm (the “auditors”) and with and on the advice of the auditors, confirmed that the included financial statements in Form 10-Q should no longer be relied on and will be restated due to a reclassification of research and development expenses to an equity account, as well as a correction of the amount of accrued interest for the period covered by Form 10-Q.

The Company intends to file an updated Form 10-Q for the completed quarterly period
June 30, 2021 as soon as possible. Corrected and restated financial data will be reflected in the Company’s Form 10-Q for the completed three and six month periods. September 30, 2021, to be deposited with the Security and Trade Commission.

Item 9.01 Financial statements and supporting documents.



Exhibit   Description
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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