UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

Amendment #1



(Mark One)

|[X]ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---------------------------------------------------------------------------------



For the fiscal year ended December 31, 2019



|[_]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|------------------------------------------------------------------



For the transition period from ________________
to _______________



333-226801

(Commission file number)



TEO FOODS INC.

(Exact name of registrant as specified
in its charter)



|Nevada                                                         |  | 47-1209532                       
|-------------------------------------------------------------- |  | ---------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



Blvd. Insurgentes 19801 unit. 4D

Tijuana, B.C. 22216

(619) 758 1973

(Address and telephone number of
principal executive offices)



(Former name, former address and former
fiscal year, if changed since last report)



Securities registered pursuant to Section 12(b) of the Act:



|Title of each class | Trading Symbol | Name of each exchange on which registered
|------------------- | -------------- | -----------------------------------------
|None                | None           | None                                     



Securities registered pursuant to Section 12(g)
of the Act: Common Stock, $0.001 par value



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes[_]No[X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes[X]No[_]



Indicate
by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.  Yes[X]No[_]















Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files).   Yes [X]No[_]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant’s knowledge, in the definitive proxy or information statement incorporated by reference
in Part III of this Form 10-K or, any amendment to Form 10-K. Yes[X]No[_]



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See definitions
of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):



|Large accelerated filer | [_]                     | Accelerated filer         | [_]
|----------------------- | ----------------------- | ------------------------- | ---
|Non-accelerated filer   | [_]                     | Smaller reporting company | [X]
|                        | Emerging growth company | [X]                      



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[_]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes[_]No[X]



The aggregate market value of the voting and
non-voting common equity held by non-affiliates as of June 30, 2019, was $266,474.



As of June 30, 2020, there
were 12,622,245 shares of the registrant’s common stock outstanding.









EXPLANATORY NOTE



TEO Foods, Inc. (the “Company”)
is filing this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to its original Annual Report on Form 10-K for the
fiscal year ended December 31, 2019 filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 29, 2020
(the “Original 2019 Form 10-K”) solely to disclose that the Company filed the Original 2019 Form 10-K after the March
30, 2020 deadline applicable to the Company for the filing of a Form 10-K in reliance on the order issued by the SEC under Section
36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), dated March 4, 2020 (Release No. 34-88318),
as modified and superseded by SEC order issued on March 25, 2020 (Release No. 34-88465) (collectively, the “Order”).
This Form 10-K/A is being filed to include the disclosure below in accordance with the Order, which was inadvertently omitted from
the Original 2019 Form 10-K.



As previously disclosed in the Current Report
on Form 8-K filed by TEO Foods, Inc (the “Company”) on March 30, 2020, the Company delayed the filing of the Annual
Report on Form 10-K, originally due on March 30, 2020, due to circumstances related to the novel coronavirus (“COVID-19”)
pandemic and in reliance on the U.S. Securities and Exchange Commission’s “Order under Section 36 of the Securities
Exchange Act of 1934 Modifying Exemptions From the Reporting and Proxy Delivery Requirements for Public Companies” dated
March 4, 2020 (Release No. 34-88318), as superseded by the order dated March 25, 2020 (Release No. 34-88465), which provides conditional
relief to public companies that are unable to timely comply with a filing deadline due to circumstances related to the COVID-19
pandemic.



The Company is relying on the relief provided
by the Order in connection with the filing of its Annual Report on Form 10-K for the period ended December 31, 2020 (the “Annual
Report”). The delay in filing is due to difficulties by both the Company and our auditors as a result of the COVID-19 pandemic,
impacting the Company’s ability to file its Quarterly Report by the original due date. The Company’s primary operating
offices, including its accounting department, are located in Tijuana, Mexico. Our CEO crosses the border to the Tijuana offices
from San Diego California. Both of these areas have been significantly impacted by the COVID-19 outbreak. Our internal staff and
contracted staff have been impacted by the stay at home and shutdown orders in place in southern California and Tijuana. We have
not been able to replace staff in Tijuana due to the restrictions which has overburdened existing staff. Included by reference
as an exhibit to this filing is the previously disclosed letter from the Company’s auditors, in support of our reliance on
the Order.



In accordance with Rules 12b-15 and 13a-14
under the Exchange Act, the Company has also amended Part IV, Item 15 to include currently dated certifications pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 from the Company’s principal executive officer and principal financial officer. Because
no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with
respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Similarly, because
no financial statements have been included in this Form 10-K/A, certifications pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 have been omitted.



Except as described above, this Form 10-K/A
does not amend, update or change any other items or disclosure in the Original 2019 Form 10-K or reflect events that occurred after
the date of the Original 2019 Form 10-K. Therefore, this Form 10-K/A should be read in conjunction with the Original 2019 Form
10-K and the Company’s other filings made with the SEC subsequent to the filing of the Original 2019 Form 10-K.











PART IV



Item 15. Exhibits and Financial Statement Schedules.



Part IV of our Original 2019 Form 10-K is hereby
amended solely to add the following exhibits required to be filed in connection with this Form 10-K/A.



(a)(3) Exhibits



The following exhibits are filed with this Form
10-K/A:



|Exhibit
Number |  | Description                                                                                                                                                                  
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.1           |  | Letter from Accell Audit and Compliance, P.A. (Incorporated by reference to Exhibit 99.1 from the registrant’s Current Report on Form 8-K filed with the SEC on May 14, 2020)
|31.1*          |  | Certification Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.           
|31.2*          |  | Certification Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.           





| | (*) | Filed herewith.
| | --- | ---------------



SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.



|Date: June 30, 2020 | /s/ Jeffrey Mackay         
|------------------- | ---------------------------
|                    | Jeffrey Mackay, Director,  
|                    | Principal Executive Officer



|Date: June 30, 2020 | /s/ John O'Keefe            
|------------------- | ----------------------------
|                    | John O'Keefe, Director,     
|                    | Principal Accounting Officer