UNITED STATES

~~SECURITIES~~SECURITIESAND ~~AND~~ EXCHANGE COMMISSION

Washington, DC D.C. 20549

~~FORM 8~~FORM8-K

CURRENT REPORT

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

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 29, 2023

~~CURASCIENTIFIC~~Curascientific ~~CORP.~~Corporation

(Exact name of registrant as specified in ~~its~~ charter)

~~———————~~Florida 000-56325 84-5079920

OKLAHOMA	000-56325
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

(State or other Jurisdiction of Incorporation)

(~~12162~~Commission ~~Riffle~~File ~~Road,~~Number) (IRS ~~Nevada~~Employer ~~City,~~Identification CANo.) ~~(95959)~~

~~909-435-1642~~ 51544 Cesar Chavez Street, Coachella, California95945

(~~Registrant’s~~Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area~~offices)(zip code)

~~(Former~~Registrant’s ~~name,~~telephone ~~former address~~number, ~~and~~including ~~former~~area ~~fiscal~~code: ~~year, if changed since last report~~(909) 435-1642

~~———————~~ChecktheappropriateboxbelowiftheForm8-Kfilingisintendedtosimultaneouslysatisfythefilingobligationofregistrantunderanyofthefollowing provisions:

~~Check~~🞏 ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Securities ~~provisions~~Act (~~see General~~17 ~~Instruction A~~CFR230.~~2 below~~425):

o🞏 ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). o~~ Soliciting material pursuant to ~~Rule 14a~~Rule14a-12 ~~under the Exchange Act~~ (~~17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(~~b) under the Exchange Act (17 ~~CFR~~CFR240.~~14d~~14a-212(b)) ~~o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~

1🞏 |Pre-commencement ~~Page~~communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

~~EXPLANATORY~~🞏 ~~NOTE~~Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

~~This~~Title ~~Current Report on Form 8-K is being filed in connection with a series~~ of ~~transactions~~each ~~consummated~~class byTrading ~~Curascientific Corp.~~ Symbol(~~the “Company”~~s), ~~and~~Name ~~with~~of ~~certain~~each ~~events~~exchange ~~and~~on ~~actions~~which ~~taken~~registered byN/A ~~the~~N/A ~~Company.~~N/A

~~This~~Indicate ~~Current~~by ~~Report~~checkmark onwhether ~~Form~~the 8registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR§230.405) or Rule 12b-K2 ~~includes~~of the ~~following~~Securities ~~items~~Exchange onAct ~~Form~~of 81934 (17 CFR §240.12b-K:2).

~~Item~~Emerging ~~1.01~~growth ~~Entry~~company ~~into a Material Definitive Agreement~~

~~Item~~If ~~2.01~~an ~~Completion~~emerging ofgrowth ~~Acquisition~~company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or ~~Disposition~~revised financial accounting standards provided pursuant to Section 13(a) of ~~Assets~~the Exchange Act. 🞏

Item 95.0102 ~~Financial~~Departure ~~Statements~~of ~~and~~Directors ~~Exhibits~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~When~~Resignations ~~used~~of inDirectors ~~this Current Report on Form 8-K, the terms “we,” “us,” “our”~~ and ~~similar terminology reference to the Company.~~Officers

~~Item~~On 1December 29, 2023 William Reed resigned as Chairman, CEO, Secretary and Treasurer from Curascientific Corporation, (the “Company”).01 As a part of this dismissal, Mr. ~~Entry~~Reed ~~into~~will acancel ~~Material~~and ~~Definitive~~return ~~Agreement~~to treasury all Preferred Series B Shares.

~~The~~Appointment ~~disclosures~~of ~~set~~Samuel ~~forth in Item 2.01 hereof are hereby incorporated by reference into this Item 1.01.~~Berry

~~Item~~On ~~2.01.~~December ~~Completion~~29, 2023, the Board of ~~Acquisition~~Directors orof ~~Disposition~~the Company appointed Samuel Berry to serve as the Interim Chairman of ~~Assets~~the Board of the Company, Chief Executive Officer, President and Secretary.

~~Domiciliary~~Samuel ~~Merger:~~Berry, Onage ~~November 8~~46, ~~2022,~~is ~~the~~a ~~predecessor~~graduate ~~issuer~~from Keene State College in New Hampshire with a Bachelor of Science, ~~Curascientific~~and ~~Corp.~~a graduate of Florida ~~(“CSFL”),~~International ~~completed~~University with a ~~domiciliary~~Master ~~merger~~of ~~into~~Science. ~~Curascientific Corp~~Mr. ofBerry ~~Oklahoma~~has ~~formed~~10 onyears’ ~~December~~experience ~~11,~~with ~~2023~~the ~~(“CuraA”),~~operations of public companies; with ~~that~~over ~~Oklahoma~~20 ~~company~~years ~~being~~of ~~the~~business ~~survivor~~experience in management.

~~Holding~~In ~~Company~~connection ~~Reorganization:~~with Onthis ~~December~~appointment ~~22,~~as ~~2023,~~Chairman ~~Curascientific Corp. became the parent/successor issuer pursuant to Section 1081(g) of the Oklahoma Act titled "Agreement~~ and ~~Plan~~Chief ofExecutive ~~Reorganization"~~Officer, ~~("Parent Subsidiary Formation") which was executed by Curascientific Corp~~Mr. ~~(formed~~Berry onentered ~~December~~into ~~11,~~an ~~2023)~~employment ~~(“CuraA”),~~agreement ~~Curascientific~~with ~~Corp. and Cura Mergersub, Inc. Under~~ the ~~Agreement,~~Company ~~CuraA~~with ~~merged~~a ~~into~~one- ~~Cura~~year ~~Mergersub~~term, ~~Inc.~~pursuant ~~and CuraA ceased~~ to ~~exist,~~which ~~wherein Cura Mergersub, Inc~~Mr. ~~became~~Berry ~~the~~will ~~survivor~~receive ~~and successor under Section 1088 of the Oklahoma Act~~$50,000 ~~having~~in ~~acquired~~Preferred ~~all~~Series ofA ~~CuraA's~~Stock ~~assets, rights financial statements, obligations,~~ and ~~liabilities as the constituent or resulting corporation. Curascientific Corp. became the parent and the holding Company of Cura Mergersub~~2,500 ~~Inc.~~Preferred ~~under~~Series ~~the~~B ~~Parent Subsidiary Formation, which was in compliance with Section 1081(g) of the Oklahoma Act~~Shares.

~~Upon~~Other ~~consummation~~than ofas ~~the~~set ~~Parent~~forth ~~Subsidiary Formation~~above, ~~each~~there ~~issued~~are ~~and~~no ~~outstanding~~arrangements ~~equity~~or ofunderstandings ~~the~~with ~~former CuraA was transmuted into and represented the identical equity structure of Curascientific Corp~~Mr. ~~(On~~ aBerry share-for-share basis), having the same designations, rights, powers and preferences, and qualifications, limitations, and restrictions. Upon consummation of the Agreement, the Company was the issuer since the former CSFL equity structure was transmuted pursuant to ~~Section~~which ~~1081(g)~~he ~~into~~was ~~current~~appointed ~~issued~~as ~~and~~an ~~outstanding~~officer ~~equities~~director of the Company., ~~The~~and ~~Parent Subsidiary Formation was exempt from the registration requirements of the Securities Act of 1933 ("Act") as~~ there ~~was~~are no ~~"offer"~~related orparty ~~"sale"~~transactions asbetween ~~defined in Section 2(3) of~~ the ~~Act~~Company toand ~~invoke the requirements of Rule 145 also under the Act~~Mr. ~~Under~~ ~~the~~Berry ~~terms~~that ofare ~~the~~subject ~~Agreement the shareholders and equity holders of the former Transition had no appraisal rights or rights~~ to adisclosure ~~shareholder~~under ~~vote~~Item ~~and consequently no investment decision was made by the shareholders. Further, the transaction complied with the provisions of Rule 144~~404(Da)~~(3)(x)~~ ~~titled~~of ~~"Holding~~Regulation ~~Company Formation"~~S-K.

~~Corporate~~Item ~~Separation: On October 22, 2023, by resolution of the Board of Directors, the subsidiary Cura Mergersub Inc~~9.01. ~~was~~Financial ~~divested~~Statements and ~~no longer consolidated into the Company~~Exhibits.

Share Exchange: Simultaneously on December 22, 2023, Curascientific Corp., the "Holding Company," executed the terms of a Share Exchange Agreement with Vista LM Holding LLC, a company incorporated under the laws of Florida, a company having ongoing operations. Pursuant to the terms of the Share Exchange Agreement, each unitholder of Vista LM Holding LLC stock exchanged each share held in Vista LM Holding LLC for one (1d) ~~share of Curascientific Corp~~Exhibits.~~, (1 for 1), whereby Curascientific Corp. became the holder and owner of all the outstanding stock of Vista LM Holding LLC.~~

2Exhibit |10.1Employment ~~Page~~Agreement, dated December 29, 2023 between Curascientific and Samuel Berry

~~Return~~ ~~Domiciliary~~104Cover ~~Merger:~~Page ~~Following~~Interactive ~~the~~Data ~~above-described~~File ~~Parent~~(embedded ~~Subsidiary~~within ~~Formation and acquisition,~~ the ~~Company~~Inline ~~authorized~~XBRL ~~and completed a domiciliary merger into Curascientific Corp., a Florida Corporation formed on December 29, 2023, with that Florida company being the survivor (now the “Company”~~document).

~~SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS~~SIGNATURES

~~Certain~~Pursuant ~~information~~to ~~contained in this Current Report on Form 8-K includes forward-looking statements within~~ the ~~meaning~~requirements of the ~~federal~~Securities ~~securities~~Exchange ~~laws. Statements that are not historical facts reflect our current expectations and projections about the Company’s future results~~Actof1934, ~~performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to~~ the ~~Company~~registrant ~~and~~has ~~their~~duly ~~management~~caused ~~and~~this ~~their~~report ~~interpretation of what is believed~~ to be ~~significant~~signed ~~factors~~on ~~affecting~~its ~~the~~behalf ~~businesses,~~by ~~including~~the ~~many~~undersigned ~~assumptions~~here ~~regarding~~unto ~~future~~duly ~~events~~authorized. ~~Such forward-looking statements include statements regarding, among other things:~~

~~·our~~Curascientific ~~projected future profitability and other financial metrics;~~ Corporation

~~·our~~Date: ~~anticipated~~December ~~ability~~29, ~~to execute the business strategy~~ 2023

~~·our~~By: /s/Samuel ~~future~~Berry ~~financing plans;~~

~~·our~~Name: ~~plans~~Samuel ~~for expansion of our operations;~~ Berry

~~·our~~Title: ~~anticipated~~Chief ~~needs~~Executive ~~for working capital;~~ Officer

~~·the anticipated trends in our industry; and~~ Exhibit10.1

~~·competition existing today or that will likely arise in the future.~~ EMPLOYMENTAGREEMENT

~~Forward-looking~~This ~~statements,~~Agreement ~~which~~is ~~involve~~dated ~~assumptions~~December ~~and describe our future plans~~29, ~~strategies and expectations~~2023, ~~generally~~between ~~include~~Samuel ~~the words “will”~~Berry, ~~“may,”,~~further ~~“could”,~~referred ~~“should,”~~to “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” and similar expressions. Actual events or results may differ materially from those discussed in forward-looking statements as ~~a result of various factors, including, without limitation,~~ the ~~risks outlined under~~ (“~~Risk Factors~~Employee”) and ~~matters~~Curascientific ~~described in this Current Report on Form 8-K generally. In light of these risks and uncertainties~~Corporation, ~~there~~further ~~can~~referred be no assurance that the forward-looking statements contained in this Current Report on Form 8-K will in fact occur. Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to ~~publicly update or revise any forward-looking statements, whether~~ as ~~a result of new information, future events, changed circumstances or any other reason. Potential investors should not make an investment decision based solely on~~ the (“Company~~’s projections, estimates or expectations~~”).

~~Business~~RECITALS

~~Those~~Whereas ~~statements in~~ the ~~following~~company ~~discussion~~desires ~~that are not historical in nature should be considered~~ to beenter ~~forward~~into ~~looking~~this ~~statements~~employment ~~that~~agreement ~~are~~with ~~inherently uncertain. Actual results and~~ the ~~timing~~employee ofappointing the ~~events~~Employee ~~may~~as ~~differ materially from those contained in these forward looking statements due to a number of factors~~Chairman, ~~including the disclosures set forth in this Item 2.01 to this Current Report on Form 8-K~~CEO, ~~under~~Treasurer ~~the headings “Cautionary Note on Forward Looking Statements”~~ and ~~“Risk Factors”~~Secretary, ~~which disclosures are incorporated herein by reference. As a result of the Merger, the Company, assumed management of the business activities of Vista LM Holding LLC~~ and the stockholders of the Company have the right to appoint all of the members of the board of directors of the Company. As used in this section, the terms “we”, “our”, “us” and the “Company” refer to the Company and Vista LM Holding LLC

~~Our~~Whereas, ~~Operating~~both ~~Company:~~parties ~~Vista~~have LMreviewed ~~Holding~~this ~~LLC~~agreement and any/all documents delivered pursuant hereto, and have taken such additional steps and reviewed such additional documents and information as deemed necessary to make an informed decision to enter into this Agreement, and

~~Curascientific~~Whereas, isboth aparties ~~new-emerging~~desire ~~company~~to ~~entering~~make ~~the~~certain ~~green-space~~representations, ~~and~~warranties, ~~alternative energy technology~~ and ~~services. The company~~agreements ~~is positioning itself for success~~ in ~~environmental~~connection ~~sustainability~~here asunder ~~it aligns with~~ the ~~growing~~following ~~global~~terms ~~emphasis on sustainability~~ and ~~environmental consciousness.~~conditions:

Vista LM Holding LLC: The company has been providing services and technology in the green-space for landscaping development and management, including renewable energy solutions, energy-efficient technologies, waste management services, and water conservation resulting in carbon footprint reduction, energy savings, or waste reduction metrics.AGREEMENT

3Therefore, |for ~~Page~~good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

Job Description: As the Interim Chairman of the Board of Directors, the employee shall facilitate the operations and deliberations of the Board and the satisfaction of the Board’s functions and responsibilities under its mandate. As the chief executive officer (CEO), the employee shall plan the company’s overall strategies and policies. This includes responsibility for all components and departments of a business. The CEO will ensure that the organization’s leadership is constantly aware of key external and internal factors.

Term: The term of this agreement is for a period of one year and renewable with consent on an annual basis.

Compensation: The Employee will receive $50,000 of Preferred Series A Stock, and 2,500 Preferred Series B Shares.

Confidentiality: The provisions of this Agreement are confidential and private and are not to be disclosed to outside parties (except on a reasonable need to know basis only) without the express, advance consent of all parties hereto or by order of a court of competent authority.

The employee agrees and acknowledges that during this agreement in the performance of his duties and responsibilities that he will come into possession or knowledge of information of a confidential nature and/or proprietary information of company.

Such confidential and/or proprietary information includes but is not limited to the following of company, its agents, contractors, employees and all affiliates: corporate and/or financial information and records of company or any client, customer or associate of company; information regarding artists or others under contract, or in contact with, company; customer information; client information; shareholder information; business contacts, investor leads and contacts; employee information; documents regarding company website and any company product, including intellectual property.

The employee represents and warrants to the company that he will not divulge confidential, proprietary information of company to anyone or anything without the advance, express consent of company, and further will not use any proprietary information of company for his or anyone else’s gain or advantage during and after the term of this agreement.

Further Representations and Warranties: The employee acknowledges that this is an employment position and represents that he will perform his duties and functions herein in a timely, competent, and professional manner. The employee represents and warrants that he will be fair in his dealing with company and will not knowingly do anything against the interests of company and its shareholders.

MISCELLANEOUS PROVISIONS

Expenses: Each party shall bear its respective costs, fees and expenses associated with the entering into or conducting its obligations under this Agreement; Unless otherwise such expense is approved in writing by the company.

Indemnification: Any party, when an offending party, agrees to indemnify and hold harmless the other non- offending parties from any claim of damage of any party or non-party arising out of any act or omission of the offending party arising from this Agreement.

Breach: In the event of a breach of this Agreement, ten (10) days written notice (from the date of receipt of the notice) shall be given. Upon notice so given, if the breach is not so corrected, the non-breaching party may take appropriate legal action per the terms of this Agreement.

Assignment: This Agreement is assignable only with the written permission of the company.

Amendment: ThisAgreement is the full and complete, integrated agreement of the parties, merging and superseding all previous written and/or oral agreements and representations between and among the parties, and is amendable in writing upon the agreement of all concerned parties. All attachments hereto, if any, are

deemed to be a part hereof.

Interpretation: This Agreement shall be interpreted as if jointly drafted by the parties. It shall be governed by the laws of the State of California applicable to contracts made to be performed entirely therein.

Arbitration: If the parties cannot settle a dispute between them in a timely fashion, either party may file for arbitration in California. Arbitration shall be governed by the rules of the American Arbitration Association. The arbitrator(s) may award reasonable attorney fees and costs to the prevailing party. Either party may apply for injunctive relief or enforcement of an arbitration decision in a court of competent jurisdiction within California.

Counterparts: This Agreement may be executed in counterparts each of which shall be deemed an original and all of which together shall constitute the same agreement. Facsimile signatures shall be considered as valid and binding as original signatures.

INWITNESSWHEREOF, the Parties hereto have executed this Agreement on the date first written above.

/s/ William Reed

_____________________________

William Reed, CEO

/s/ Samuel Berry

_____________________________

Samuel Berry, Employee

Filing Compare · CuraScientific Corp.