Cruzani, Inc.
false000138187126-4144571NYNYSEAMER 0001381871 2022-05-04 2022-05-04
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):
May 4, 2022
 
Cruzani, Inc.
(Exact name of registrant
as
specified in its charter)
 
Wyoming
 
001-39933
 
26-414571
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
99 Wall Street, Suite 744
New York, NY
 
10005
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code:
(212) 398-0002
 
 
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
Common stock
 
CZNI
 
OTC Markets - Pink
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange 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.
☐

 
 
Item 2.01.
Completion of Acquisition or Disposition of Assets.
 
Reference is
made to the Current Report on Form 8-K of Cruzani, Inc. (he “registrant”) filed  on May 10, 2022 (the “Original Form 8-K”), which inadvertently reported the transaction described therein under Item 1.01 rather than Item 2.01.  Reference also is made to the registrant’s Current Report on Form 8-K/A (the “Amended Form 8-K”) filed on July 1, 2022, in which the registrant reported the transaction under Item 2.01, but failed to state why it did not file the financial statements required by Item 9.01 of Form 8-K. 
 
Item 5.01 Change of Control of the Registrant.
 
The registrant incorporates by reference Item 5.01 of the Amended Form 8-K.
 
Item 9.01 Financial Statements and Exhibit.
 
Any exhibits required by this Current Report on Form 8-K, with the exception of financial statements required by Item 9.01 of Form8-K, were filed with the Original Form 8-K and are hereby incorporated by reference.  Item 9.01 of the Original Form 8-K and the Amended Form 8-K also are further amended by adding the following:
 
The registrant is filing this amendment to report that the financial statements required by Item 9.01(a) and (b) were not filed because the registrant was not identified as a shell company.  Consistent with Section 12220.2 of the SEC’s Financial Reporting Manual, and Item 9.01(a)(3) and (b)(2), the Company inte
nds to file the required financial statements on or before July 20, 2022 (71 days after the filing of the Original Form 8-K) with an addtional amendment to the Original Form 8-K.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
CRUZANI, INC.
 
 
 
Date: July
6
, 2022
By:
/s/ Michael E. Lakshin
 
 
Michael E. Lakshin
 
 
President