UNITED STATES

~~SECURITIESAND~~SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~ DC 20549

~~FORM8~~FORM 8-K

CURRENT REPORT

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

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): December 29, 2023~~1934

~~Curascientific~~Date ~~Corporation~~of Report (Date of earliest event reported): February 1, 2024

~~(Exact~~CURASCIENTIFIC ~~name of registrant as specified in charter)~~CORP.

~~Florida 000-56325 84-5079920~~(Exact name of registrant as specified in its charter)

~~(State or other Jurisdiction of Incorporation)~~———————

(Commission File Number) (IRS Employer Identification No.)

FLORIDA

000-56325

99-0632739

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

12162 Riffle Road

Nevada City, CA 95959

909-435-1642

Identification No.)

~~51544~~(Registrant’s ~~Cesar~~telephone ~~Chavez Street~~number, ~~Coachella, California95945~~ including area code)

(~~Address~~Former ofname, ~~principal~~former ~~executive~~address, ~~offices)(zip~~and ~~code~~former fiscal year, if changed since last report)

~~Registrant’s telephone number, including area code: (909) 435-1642~~———————

~~ChecktheappropriateboxbelowiftheForm8~~Check the appropriate box below if the Form 8-~~Kfilingisintendedtosimultaneouslysatisfythefilingobligationofregistrantunderanyofthefollowing~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

🞏o Written communications pursuant to Rule 425 under the Securities Act (17 ~~CFR230~~CFR 230.425). o Soliciting material pursuant to Rule 14a-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.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

🞏1 ~~Soliciting~~| ~~material pursuant to Rule14a-12(b) under the Exchange Act (17 CFR240.14a-12(b))~~Page

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

🞏This ~~Pre-commencement~~Current ~~communications~~Report ~~pursuant~~on toForm ~~Rule13e~~8-~~4(c)~~K ~~under~~is ~~the~~being ~~Exchange~~filed ~~Act~~in ~~(17~~connection ~~CFR240~~with a series of transactions consummated by Curascientific Corp.~~13e-4~~ (cthe “Company”)), ~~Securities~~and ~~registered~~with ~~pursuant~~certain toevents ~~Section~~and ~~12(b)~~actions oftaken by the ~~Act:~~Company.

~~Title~~This ofCurrent ~~each~~Report ~~class~~on ~~Trading~~Form ~~Symbol(s)~~8-K ~~Name~~includes ofthe ~~each~~following ~~exchange~~items on ~~which~~Form ~~registered N/A N/A N/A~~8-K:

~~Indicate~~Item ~~by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR§230~~1.~~405)~~01 orEntry ~~Rule~~into ~~12b-2~~a ofMaterial ~~the~~Definitive ~~Securities Exchange Act of 1934 (17 CFR §240.12b-2).~~Agreement

~~Emerging~~Item ~~growth~~2.01 ~~company~~Item 3.01 Completion of Acquisition or Disposition of Assets Unregistered Sales of Equity Securities

IfItem an5.02 ~~emerging~~Item ~~growth~~9.01 ~~company,~~Appointment ~~indicate~~of byDirector, ~~checkmark~~Compensation ~~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~~Certain ~~Exchange~~Officers ~~Act. 🞏~~Exhibits

~~Item~~When ~~5.02~~used ~~Departure~~in ofthis ~~Directors~~Current orReport ~~Certain~~on ~~Officers;~~Form ~~Election~~8-K, ofthe ~~Directors;~~terms ~~Appointment~~“we,” of“us,” ~~Certain~~“our” ~~Officers;~~and ~~Compensatory~~similar ~~Arrangements~~terminology ofreference ~~Certain~~to ~~Officers~~the Company.

~~Resignations~~Item of1.01. ~~Directors~~Entry ~~and~~into ~~Officers~~a Material Definitive Agreement.

OnThe ~~December~~disclosures ~~29,~~set ~~2023~~forth ~~William~~in ~~Reed~~Item ~~resigned~~2.01 ashereof ~~Chairman,~~are ~~CEO,~~hereby ~~Secretary~~incorporated ~~and~~by ~~Treasurer~~reference ~~from~~into ~~Curascientific Corporation, (the “Company”). As a part of~~ this ~~dismissal,~~Item Mr1. ~~Reed will cancel and return to treasury all Preferred Series B Shares~~01.

~~Appointment~~Item 2.01. Completion of ~~Samuel~~Acquisition ~~Berry~~or Disposition of Assets.

Share Exchange: On ~~December~~February 291, ~~2023~~2024, Curascientific Corp., the ~~Board~~"Holding ofCompany," ~~Directors~~executed the terms of ~~the~~a ~~Company~~Share ~~appointed~~Exchange ~~Samuel~~Agreement ~~Berry~~with toSustainable ~~serve~~Energy asGroup, ~~the~~a ~~Interim~~company ~~Chairman~~having ofongoing operations. Pursuant to the ~~Board~~terms of the ~~Company~~Share Exchange Agreement, ~~Chief~~each ~~Executive~~unitholder ~~Officer~~of Sustainable Energy Group stock exchanged each share held in Sustainable Energy Group for one (1) share of Curascientific Corp., ~~President~~whereby Curascientific Corp. became the holder and ~~Secretary~~owner of all the outstanding stock of Sustainable Energy Group.

~~Samuel~~SPECIAL ~~Berry,~~NOTE ~~age~~REGARDING ~~46,~~FORWARD isLOOKING a graduate from Keene State College in New Hampshire with a Bachelor of Science, and a graduate of Florida International University with a Master of Science. Mr. Berry has 10 years’ experience with the operations of public companies; with over 20 years of business experience in management.STATEMENTS

InCertain ~~connection~~information ~~with~~contained in this ~~appointment~~Current asReport ~~Chairman~~on ~~and~~Form ~~Chief~~8-K ~~Executive~~includes ~~Officer,~~forward-looking Mrstatements within the meaning of the federal securities laws. ~~Berry~~Statements ~~entered~~that ~~into~~are annot ~~employment~~historical ~~agreement~~facts ~~with~~reflect our current expectations and projections about the Company’s ~~with~~future aresults, ~~one-~~performance, ~~year~~liquidity, ~~term~~financial condition, ~~pursuant~~prospects toand ~~which~~opportunities ~~Mr.~~and ~~Berry~~are ~~will~~based ~~receive~~upon ~~$50,000~~information incurrently ~~Preferred~~available ~~Series~~to Athe ~~Stock~~Company and 2their management and their interpretation of what is believed to be significant factors affecting the businesses,~~500~~ ~~Preferred~~including ~~Series~~many Bassumptions ~~Shares~~regarding future events. Such forward-looking statements include statements regarding, among other things:

~~Other~~·our ~~than~~projected asfuture ~~set~~profitability ~~forth above, there are no arrangements or understandings with Mr. Berry pursuant to which he was appointed as an officer director of the Company,~~ and ~~there~~other ~~are~~financial ~~no related party transactions between the Company and Mr. Berry that are subject to disclosure under Item 404(a) of Regulation S-K.~~metrics;

~~Item~~·our ~~9.01.~~anticipated ~~Financial~~ability ~~Statements~~to ~~and~~execute ~~Exhibits.~~the business strategy

~~(d)Exhibits.~~·our future financing plans;

~~Exhibit~~·our ~~10.1Employment~~plans ~~Agreement,~~for ~~dated~~expansion ~~December~~of ~~29,~~our ~~2023 between Curascientific and Samuel Berry~~operations;

·our ~~104Cover~~anticipated ~~Page~~needs ~~Interactive~~for ~~Data~~working ~~File (embedded within the Inline XBRL document)~~capital;

~~SIGNATURES~~·the anticipated trends in our industry; and

~~Pursuant~~·competition toexisting ~~the~~today ~~requirements~~or ofthat ~~the~~will ~~Securities~~likely ~~Exchange~~arise ~~Actof1934,~~in the ~~registrant has duly caused this report to be signed on its behalf by the undersigned here unto duly authorized~~future.

~~Curascientific~~Forward-looking ~~Corporation~~statements, which involve assumptions and describe our future plans, strategies and expectations, generally include the words “will”, “may,”, “could”, “should,” “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” and matters described in this Current Report on Form 8-K generally. In light of these risks and uncertainties, there can 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,

~~Date:~~2 ~~December~~| ~~29, 2023~~Page

~~By: /~~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~~/Samuel~~ ~~Berry~~projections, estimates or expectations.

~~Name: Samuel Berry~~Business

~~Title:~~Those ~~Chief~~statements ~~Executive~~in ~~Officer~~the following discussion that are not historical in nature should be considered to be forward looking statements that are inherently uncertain. Actual results and the timing of the events may differ materially from those contained in these forward looking statements due to a number of factors, including the disclosures set forth in this Item 2.01 to this Current Report on Form 8-K, under the headings “Cautionary Note on Forward Looking Statements” and “Risk Factors”, which disclosures are incorporated herein by reference. As a result of the Merger, the Company, assumed management of the business activities of Sustainable Energy Group 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 Sustainable Energy Group

~~Exhibit10.1~~Our Operating Company: Sustainable Energy Group

~~EMPLOYMENTAGREEMENT~~Sustainable Energy Group is a new-emerging company entering the green-space and alternative energy technology and services. The company is positioning itself for success in environmental sustainability as it aligns with the growing global emphasis on sustainability and environmental consciousness.

~~This~~Item ~~Agreement~~3.02. isUnregistered ~~dated~~Sales ~~December~~of ~~29,~~Equity ~~2023, between Samuel Berry, further referred to as the (“Employee”) and Curascientific Corporation, further referred to as the (“Company”)~~Securities.

~~RECITALS~~Curascientific Corp. (CSTF) issues the following shares, with issuance of Series A Preferred stock of the Company, having no voting rights, made after 2/1/2024.

~~Whereas~~. ~~the company desires to enter into this employment agreement with the employee appointing the Employee as Chairman, CEO, Treasurer and Secretary, and~~

Whereas, both parties have reviewed this 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

Registered Share Holder

Name & Title

Affiliate?

(Yes or No)

Number of Shares

% Ownership

Restricted

or Free Trading

BRIAN T. GARNDER

YES

500,000

2.5

Restricted

~~Whereas,~~Item ~~both~~5.02. ~~parties~~Departure ~~desire~~of toDirectors ~~make~~or ~~certain~~Principal ~~representations,~~Officers; ~~warranties,~~Election ~~and~~of ~~agreements~~Directors; inAppointment ~~connection~~of ~~here~~Principal ~~under~~Officers; ~~the~~Compensatory ~~following~~Arrangement ~~terms~~of ~~and~~Certain ~~conditions:~~Officers

~~AGREEMENT~~On the 1st day of February, 2024, the Company received the resignation of Samuel Berry, as Chairman only, but remains a director, effective upon the close of business February 1, 2024. By resolution of the Company, Brian Gardner was appointed Director, Chairman, and COO pursuant to the terms of certain Employment Agreement dated February 1, 2024.

~~Therefore,~~Item ~~for~~9.01. ~~good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:~~Exhibits.

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~~a), ~~the employee shall plan the company’s overall strategies and policies~~Exhibits. ~~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.~~Exhibit Description

~~Compensation:~~2.1 Share ~~The~~Exchange ~~Employee~~Agreement, ~~will~~dated ~~receive~~February ~~$50~~1,~~000~~ of2024, ~~Preferred~~by ~~Series~~and Aamong ~~Stock~~Curascientific Corp., ~~and~~a 2Florida corporation,~~500~~ ~~Preferred~~and ~~Series~~Sustainable BEnergy ~~Shares~~Group.

~~Confidentiality:~~5.02 ~~The~~Employment ~~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~~3 ~~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.Page

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.SIGNATURES

~~The~~Pursuant ~~employee represents and warrants~~ to the ~~company~~requirements ~~that he will not divulge confidential, proprietary information~~ of ~~company to anyone or anything without~~ the ~~advance,~~Securities ~~express~~Exchange ~~consent~~Act of ~~company~~1934, ~~and~~as ~~further~~amended, ~~will~~the ~~not~~registrant ~~use~~caused ~~any~~this ~~proprietary~~report ~~information~~to ofbe ~~company~~signed ~~for~~on ~~his~~its orbehalf ~~anyone~~by ~~else’s gain or advantage during and after~~ the ~~term~~undersigned ofhereunto ~~this~~duly ~~agreement~~authorized.

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.

		Curascientific Corp

Date:	February 9, 2024	/s/ Brian Gardner
		Name: Brian Gardner
		Title: Chairman

~~MISCELLANEOUS~~4 ~~PROVISIONS~~| Page

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

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