Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial


          Obligation or an Obligation Under an Off-Balance Sheet Arrangement

As a result of the failure of Omnia Wellness Inc. (the "Company") to timely file its Form 10-Q for the quarterly period ended 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 as of June 24, 2021, with Auctus Fund, LLC, a Delaware limited liability company ("Auctus"), (b) Senior Secured Promissory Note in the principal amount of $650,000, with the Company as the borrower thereunder and Auctus as the holder thereunder, with an issue date of June 24, 2021 (the "Note"), (c) Common Stock Purchase Warrant (First Warrant) held by Auctus dated June 24, 2021 and (d) Common Stock Purchase Warrant (Second Warrant) held by Auctus dated June 24, 2021 (the "Second Warrant"). The Default entitles Auctus, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Note. Upon the Default, interest shall accrue at a default interest rate of 125% of the outstanding principal and accrued interest. Any principal or interest on the Note which is not paid when due shall bear interest at the rate of the lesser of (i) 16% per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid. In addition, the Second Warrant will become exercisable in accordance with its terms.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related


          Audit Report or Completed Interim Review

During the preparation of its financial statements for the fiscal quarter ended September 30, 2021, the Company determined on November 17, 2021 that the Company's previously issued financial statements 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 upon. The Company's management subsequently consulted with BF Borgers CPA PC, the Company's independent registered public accounting firm (the "Auditors") and with and upon advice of the Auditors, confirmed that the financial statements included in the Form 10-Q should no longer be relied upon and will be restated due to a reclassification of research and development expenses into an equity account, as well as a correction to the amount of accrued interest for the period covered by the Form 10-Q.

The Company intends to file a restated Form 10-Q for the quarterly period ended June 30, 2021 as soon as practicable. The corrected and restated financial data shall be reflected in the Company's Form 10-Q for the three and six month periods ended September 30, 2021, to be filed with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.






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

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