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): ~~January~~February 1916, 2022

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.~~

Ft. 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))

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. ☐

SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT

~~Item~~ITEM 5.0203 ~~Departure~~AMENDMENTS ofTO ~~Directors~~ARTICLES orOF ~~Certain~~INCORPORATION ~~Officers;~~OR ~~Election of Directors~~BYLAWS; ~~Appointment~~CHANGE ofIN ~~Certain~~FISCAL ~~Officers; Compensatory Arrangements of Certain Officers.~~YEAR

OnNotice ~~January~~Of ~~19,~~Action ~~2022,~~By ~~the~~Written ~~Board~~Consent ofOf Directors of PotNetwork Holdings, Inc. (the “Company” or the “Registrant”), elected three new outside directors other than pursuant to a shareholder vote at an annual meeting or a special meeting that was convened for that purpose:Stockholders

~~Prashant~~As ~~Shah,~~filed ~~Director~~on –form ~~For~~DEF ~~many years~~14C, ~~Mr.~~on ~~Shah~~May ~~has been and remains primarily a movie~~25, ~~television~~2022, and OTT content producer. Through his production service company, he has produced over 35 Bollywood, Hollywood and Latin content filmed in USA, Canada, UK, New Zealand, Middle East, UAE and India, with budgets ranging from $3M to $100M. Mr. Shah’s other initiatives include (the ~~launch of the~~ “~~Super~~Information ~~Fight League and Super Boxing League~~Statement”), ~~and~~ the ~~first~~following ~~MMA~~action ~~league~~was inapproved ~~India~~pursuant ~~with a visibility reach~~ to ~~over~~the ~~230M~~written ~~viewers.~~consent Heof ~~also~~the ~~acts~~holders asof ~~Chief Content Officer for XcineX,~~ a ~~media~~majority ~~tech~~of ~~startup~~the invoting ~~San~~power ~~Francisco,~~of ~~and~~the ~~serves~~outstanding asshares ~~Chairman Emeritus to “Miami Media Film Market”. He was awarded “Producer~~ of the ~~Year”~~preferred ~~by the US Congress~~ and ~~Department~~common stock of ~~State~~PotNetwork ~~for~~Holdings, ~~“Jobs Creation”~~Inc. ~~Additionally~~, hea ~~provides~~Colorado ~~advisory~~corporation ~~services~~(the to “~~8k Miles Media Group~~Company”, aor ~~media~~the ~~conglomerate~~“Registrant”) ~~that~~as ~~delivers~~dated ~~content~~on toFebruary ~~South~~22, ~~Asian Diaspora around the globe. In 2014~~2022, ~~he assisted~~ in ~~the~~lieu ~~launch~~ of ~~“CannHealth~~a ~~Group~~special ~~Limited”~~meeting ~~which developed, produced, and marketed first-~~of~~-its-kind~~ ~~legal hemp derived cannabidiol (CBD) products in legal markets within~~ the ~~U.S. Mr.~~stockholders ~~Shah holds a Computer Science degree from St. Xavier’s College India~~ and ain ~~Business~~accordance ~~Associate~~with ~~degree,~~Colorado ~~London, UK.~~law:

~~Ray~~To ~~Smith,~~amend ~~Director and~~ the ~~Chairman~~Company’s Articles of ~~the~~Incorporation ~~Audit~~to ~~Committee~~change of the ~~Registrant~~name ~~- Mr. Smith serves as CEO and President~~ of ~~Trycera Financial Inc., a public company in~~ the ~~financial~~Registrant ~~services~~to ~~area. Before~~“Diamond ~~joining~~Wellness ~~Trycera Financial~~Holdings, Inc.,” Mr. Smith spent ten years developing technologies and platforms to facilitate consumer credit profile reporting. Prior to his involvement in the credit reporting and technology space, Mr. Smith owned and operated a diversified financial services call-center which was responsible for processing credit card applications for a variety of banks specializing in turn down consumer conversions. (The ~~call-center generated up to $250 million in open to buy available credit and employed over sixty people.~~“Amendment”)

~~Yury~~Pursuant ~~Shmerli,~~to ~~Director~~Rule –14c-2 ~~For~~under the ~~last~~Securities 3Exchange ~~years,~~Act ~~Mr.~~of ~~Shmerli~~1934, ~~has~~as ~~been~~amended, ~~Chief~~the ~~Information~~actions ~~Officer~~described ofherein ~~Patriot~~shall ~~Home~~be ~~Care~~implemented ~~which~~20-days isafter the ~~largest~~date ~~privately~~of ~~held~~the ~~company~~communication inof ~~its~~the ~~industry~~Information inStatement ~~Pennsylvania~~to ~~with~~the ~~over~~Registrant’s ~~3000~~stockholders ~~employees. In~~in ~~2012,~~the Heform ~~became~~of (1) a ~~partner~~posting inon athe ~~cannabis~~website ~~dispensary~~of inthe ~~North Hollywood~~Company, www.potnetworkholding.com ~~California,~~of ~~and~~the ~~for~~Information 3Statement; ~~years~~and ~~built~~(2) ~~and~~publication ~~managed~~of a ~~growing~~press ~~facility~~release ~~and~~distributed ~~edible manufactory, which he~~ and aappearing ~~partner~~on ~~grew~~customary tobusiness ~~over~~news ~~$30M in gross sales. Mr. Shmerli originally started his career in~~ information ~~technology~~websites ~~and~~to ~~held~~communicate ~~several~~the ~~senior~~amendment ~~executive~~to ~~positions~~the instockholders ~~private~~of ~~and~~the ~~public companies~~Company. HeThe ~~later~~Amendment ~~built~~described aherein ~~very~~is ~~successful~~therefore ~~medical~~effective ~~management~~not ~~company which was~~ later ~~sold~~than ~~for~~as ~~$40M.~~of Hethe ~~holds~~close aof ~~degree~~business inon ~~Information~~May ~~Technology~~31, ~~and Business Management~~2022.

For each of the above 3 new outside directors:

1)	there was no arrangement or understanding between the new director and any other person pursuant to which the person was selected as a director; and
2)	there are no related party transactions between the director (and entities related to the director) and the Registrant.

Gary Blum, Esq., the sole prior Director of the Registrant, will continue as a member of the Board of Directors of the Registrant in the capacity of Chairman of the Board.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.		Description
9.2		BOD Resolution on Appointments and Acceptances of Directors

(a)

Exhibits:

5.1	Information Statement*

*As previously filed on Form DEF 14C on May 25, 2022

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~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: February 1, 2022	By:	/s/ Sohail Quraeshi
DATE: May 26, 2022	/s/ Sohail Quraeshi
	Name:	Sohail Quraeshi
	Title:	Chief Executive Officer

Filing Compare · Diamond Wellness Holdings, Inc.