UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~December 1017, 2021

POTNETWORK HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Colorado		000-55969		46-5470832
(State of Incorporation)		(Commission File Number)		(IRS Employer ID No.)

3531 Griffin Road Ft. ~~Lauderdale, Florida 33312 (Address of Principal Executive Offices) (800) 433-0127 (Registrant's Telephone Number including Area Code)~~

Lauderdale, Florida 33312

(Address of Principal Executive Offices)

(800) 433-0127

(Registrant’s Telephone Number including Area Code)

_____________________________________________

(Former name or address, if changed since last report)

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))

☐ 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: None

Title of each class Trading Symbol Name of each exchange on which registered

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~~SECTION 85.01 ~~Other~~CORPORATE ~~Events.~~GOVERNANCE AND MANAGEMENT

OnItem ~~August 10, 2021, PotNetwork Holdings, Inc~~5.02 ~~(the~~Departure ~~“Company”~~of Directors or ~~the~~Certain ~~“Registrant”)~~Officers; ~~received~~Election ~~a letter from the Financial Industry Regulatory Authority (“FINRA”), stating that the Company’s submission to FINRA on November 24, 2020 for the processing and approval~~ of aDirectors; ~~proposed~~Appointment 1:10 reverse stock split had been denied (the “Stock Split”). FINRA stated the reason that the Stock Split was denied was in connection with the Company’s deficiency in fulfilling the requirements of ~~FINRA~~Certain ~~Rule~~Officers; ~~6480,~~Compensatory ~~including,~~Arrangements ~~but not limited to, its delinquency in the timely filing with the Securities and Exchange Commission (the “SEC”)~~ of ~~its~~Certain ~~10K for the fiscal year ending December 31, 2020 and its 10Q for the quarter ending March 31, 2021~~Officers.

AsOn aDecember ~~result of this FINRA letter~~17, ~~the Company’s Board of Directors has cancelled the proposed Stock Split~~2021, asLee ~~well~~Lefkowitz as(“Lefkowitz”) ~~the~~sent ~~following~~a ~~corporate~~letter ~~actions connected~~ to ~~it as approved by~~ the Board of Directors onof ~~October~~PotNetwork 27Holdings, ~~2020,~~Inc. ~~and~~(the ~~which~~“Company” ~~were~~or ~~stated in~~ the ~~Information~~“Registrant”), ~~Statement~~wherein ~~filed~~he onindicated ~~form~~he ~~DEF14C~~would ~~with~~resign ~~the~~as ~~SEC~~of onJanuary ~~November 10~~14, ~~2020~~2022 ~~(the~~as ~~“Information~~Chief ~~Statement”)~~Executive Officer, ~~which~~President, ~~corporate~~member ~~actions~~of ~~were~~the ~~dependent~~board ~~for~~of ~~their~~directors ~~implementation~~and onacting ~~the~~CFO ~~approval by FINRA~~ of the ~~Stock~~Company). ~~Split:~~

~~(a)~~On ADecember ~~reduction~~27, in2021, the ~~authorized~~Board ~~shares~~ of ~~the~~Directors ~~Company’s~~accepted ~~common~~his ~~stock,~~resignation ~~which~~and ~~without~~released ~~the~~Lefkowitz ~~Stock~~from ~~Split,~~his isduties noand ~~longer~~responsibilities ~~feasible.~~to ~~This~~the ~~corporate action, included in said DEF14C, is cancelled~~Company.

~~(b)~~On ~~The~~December ~~corporate~~27, ~~action~~2021, ~~pertaining~~Sohail toQuraeshi ~~the~~was ~~issuance~~appointed ofas a ~~Rights~~CEO ~~Offering~~and byPresident ~~the Registrant to its common stock shareholders wherein shareholders~~ of ~~record as of November 25, 2020 would receive~~ the ~~right~~Company. toThe ~~subscribe~~Company ~~for~~has ~~new~~entered ~~shares~~into ofan ~~Company~~executive ~~common~~consulting ~~stock,~~agreement ~~following~~with ~~the Reverse Split~~Mr. ~~The proposed Rights Offering is cancelled~~Quraeshi.

~~(c)~~Sohail InQuraeshi, ~~connection~~age ~~with~~65, ~~the~~CEO, ~~shares~~President. toMr. beQuraeshi ~~issued~~is ~~under~~a ~~the~~graduate ~~Rights~~of ~~Offering,~~Buckingham ~~the~~University ~~Registration~~in ~~Statement~~the ~~for~~United upKingdom to(L. ~~200,000,000~~Sc. ~~shares~~Economics). ofHe ~~the~~has ~~Registrant’s~~been ~~common~~actively ~~stock~~involved ~~that~~in ~~may~~the ~~have~~financial ~~been~~and ~~issued~~securities ~~under~~industry ~~the~~as ~~Rights~~a ~~Offering,~~Security asAnalyst ~~filed~~with onvarious ~~form~~international ~~S-1~~banking ~~with~~institutions in the ~~SEC~~United onStates, ~~February~~Asia ~~18,~~Europe ~~2021,~~and ~~will~~the beMiddle ~~withdrawn~~East.

2In the past three decades Mr. Quraeshi has served in leading roles in several public and private companies and currently the Founder of TSS Vertical, www.tssvertical.com, Managing Director Of Vahoca Pt Ltd, in Singapore, a private equity group, Vice Chairman of Moveo Technologies Corporation, www.drvn.com, and a member of the Board of Directors and Investment Advisor Team of Perpetual Value, www.perpetualvalue.com.

~~SIGNATURES~~As a prominent member of the local community Mr. Quraeshi serves on two notable non-profit Boards, the Coalition of Hope, www.coalitionofhope.org, and Eagles Foundation Inc, that assist in disaster relief in, and around, the local community.

~~Pursuant~~ITEM to9.01 ~~the~~FINANCIAL ~~requirements~~STATEMENTS ofAND ~~the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~EXHIBITS

	PotNetwork Holdings, Inc. a Colorado corporation
Exhibit No.		Description
DATE: August 18, 2021	By:	/s/ Lee Lefkowitz
10.1		Executive Consulting Agreement with Mr. Quraeshi.
	Name:	Lee Lefkowitz
17.1		Letter of Resignation of Lee Lefkowitz.
	Title:	Chief Executive Officer
17.2		Board Resolution accepting resignation of Mr. Lefkowitz and appointing Mr. Quraeshi as Director, President and CEO.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PotNetwork Holdings, Inc. (the “Registrant”) a Colorado corporation

Date: January 4, 2022	By:	/s/ Sohail Quraeshi
	Name:	Sohail Quraeshi
	Title:	Chief Executive Officer

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