UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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~~March 110, 2023

(BREWBILT MANUFACTURING LOGO)

BrewBilt Manufacturing, Inc.

(Exact name of registrant as specified in its charter)

Florida	000-55787	84-4556545
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification Number)

110 Spring Hill Road #10, Grass Valley, CA 95945

(Address of principal executive offices)

(530) 802-5023

(Registrant’s telephone number, including area code)

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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. o

Item 53.0203 ~~Departure~~Material ofModification ~~Directors~~to orRights ~~Certain Officers; Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

~~EMPLOYMENT AGREEMENTS~~Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~Jeff~~On ~~Lewis~~March 3, 2023, following the approval of the Board of Directors of BrewBilt Manufacturing, Inc., a Florida corporation (the “Company”), the Company filed Articles of Amendment to the Company’s Articles of Incorporation (the “Articles of Amendment”) to effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), as of March 10, 2023, at a ratio of 1-for-300 (the “Reverse Stock Split”) pursuant to Section 607.10025 of the Florida Business Corporation Act (the “FBCA”). Because the Reverse Stock Split also reduces the authorized shares of Common Stock in the same proportion as the Reverse Stock Split, from 15,000,000,000 shares to 50,000,000 shares, shareholder approval is not required to effect the Reverse Stock Split pursuant to Section 607.10025(2) of the FBCA.

~~Effective~~A ~~January~~copy 1,of ~~2023, Jeffrey Lewis and BrewBilt Manufacturing, Inc. (~~the ~~“Company”)~~Articles ~~entered~~of ~~into~~Amendment ahas ~~new~~been ~~Employment~~filed ~~Agreement~~as ~~pursuant to~~Exhibit ~~which Mr~~3.1 ~~Lewis~~hereto ~~will~~and ~~continue~~is toincorporated ~~serve~~herein asby ~~the Company’s Chief Executive Officer~~reference.

~~Pursuant~~Effects ~~to the Employment Agreement, Mr. Lewis will receive an annual salary~~ of ~~$250,000 payable in monthly installments, with unpaid amounts accruing interest at~~ the ~~rate~~Reverse ~~of 6% per annum. Unpaid salary may be converted by Mr. Lewis into shares of Series A Preferred~~ Stock ~~of the~~Split Company. Mr. Lewis will also be issued $150,000 of Series A Preferred Stock pursuant to the Employment Agreement. The Employment Agreement is for a term of one year, and may be terminated by either party at any time on 90-days’ prior written notice.

Effective Date; Symbol; CUSIP Number. The Reverse Stock Split will become effective with FINRA (the Financial Industry Regulatory Authority) ~~foregoing~~and ~~description~~in the marketplace at the open of business on the ~~Employment~~March ~~Agreement~~23, ~~between~~2023 (the ~~Company~~“Effective ~~and~~Date”), Mrwhereupon the shares of Common Stock will begin trading on a split-adjusted basis. ~~Lewis~~On isthe ~~qualified~~Effective inDate, ~~its~~the ~~entirety~~Company’s bytrading ~~reference~~symbol will change to ~~the~~“BBRWD” ~~actual~~for ~~terms~~a period of 20 business days, after which the ~~Employment~~“D” ~~Agreement~~will be removed from the trading symbol, which ~~has~~will ~~been~~revert ~~filed~~to asthe ~~Exhibit~~original symbol 10of “BBRWD”.1 toIn ~~this~~connection ~~Current~~with ~~Report~~the onReverse ~~Form~~Stock ~~8-K~~Split, ~~and~~the ~~which~~CUSIP isnumber ~~incorporated~~for the Company’s Common Stock will ~~herein~~change byto ~~reference~~10756L306.

~~Bennett~~Split ~~Buchanan~~Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Company’s Common Stock held by each stockholder will be converted automatically into the number of whole shares of Common Stock equal to (i) the number of shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 300, rounded up (if applicable) to the next whole number. No fractional shares will be issued, and no cash or other consideration will be paid in connection with the Reverse Stock Split. Instead, the Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.

~~Effective~~Certificates. ~~January~~Stockholders 1,who ~~2023,~~hold ~~Bennett~~their ~~Buchanan~~shares ~~and~~in ~~the~~electronic ~~Company~~form ~~entered~~do ~~into~~not ahave ~~new~~to ~~Employment~~take ~~Agreement~~any ~~pursuant~~action toas ~~which~~the ~~Mr.~~effect ~~Buchanan~~of the Reverse Stock Split will ~~continue~~automatically be reflected in their accounts. Stockholders holding paper certificates may (but are not required to) ~~serve~~send astheir certificates to the Company’s transfer agent at the address given below. The transfer agent will issue a ~~Director~~new ofshare certificate reflecting the ~~Company~~terms of ~~and~~the beReverse ~~employed~~Stock asSplit ~~its~~to ~~Chief~~each ~~Operating~~requesting ~~Officer~~stockholder.

~~Pursuant~~vStock ~~to the Employment Agreement~~Transfer, Mr. Buchanan will receive an annual salary of $250,000 payable in monthly installments, with unpaid amounts accruing interest at the rate of 6% per annum. Unpaid salary may be converted by Mr. Buchanan into shares of Series A Preferred Stock of the Company. Mr. Buchanan will also be issued $150,000 of Series A Preferred Stock pursuant to the Employment Agreement. The Employment Agreement is for a term of one year, and may be terminated by either party at any time on 90-days’ prior written notice.LLC

~~The~~18 ~~foregoing~~Lafayette description of the Employment Agreement between the Company and Mr. Buchanan is qualified in its entirety by reference to the actual terms of the Employment Agreement, which has been filed as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated herein by reference.Place

~~DIRECTOR~~Woodmere, ~~AGREEMENTS~~NY 11598

~~Effective~~Phone: ~~January~~(212) 1, 2023, each of Jef Lewis, Samuel Berry and Bennett Buchanan entered into new Board of Directors Agreement, pursuant to which each of such individuals will continue to serve as directors of the Company.828-8436

~~Under~~Facsimile: ~~the~~(646) Board of Directors Agreements, each of Jef Lewis, Samuel Berry and Bennett Buchanan will be issued $150,000 shares of Series A Preferred Stock for serving as a Director of the Company during 2023. The foregoing description of the Board Directors Agreements between the Company and each of its Directors is qualified in its entirety by reference to the actual terms of the Board of Directors Agreement, a form of which has been filed as Exhibit 10.3 to this Current Report on Form 8536-~~K, and which is incorporated herein by reference.~~3179

~~Item~~Immediately 9after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain unchanged except for minor adjustments that may result from rounding fractional shares into whole shares.01 ~~Financial~~The ~~Statements~~rights and ~~Exhibits~~privileges of the holders of shares of Common Stock will be unaffected by the Reverse Stock Split.

(d)	Exhibits.
Exhibit 10.1	Employment Agreement between BrewBilt Manufacturing, Inc. and Jeffrey Lewis, dated as of January 1, 2023
Exhibit 10.2	Employment Agreement between BrewBilt Manufacturing, Inc. and Bennett Buchanan, dated as of January 1, 2023
Exhibit 10.3	Form of Board of Directors Agreement of BrewBilt Manufacturing, Inc., dated as of January 1, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 3.1	Articles of Amendment to the Articles of Incorporation of BrewBilt Manufacturing, Inc., as filed with the Secretary of State of the State of Florida on March 3, 2023

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	BrewBilt Manufacturing, Inc.
Date: February 2, 2023	By:	/s/ Jef Lewis
Date: March 22, 2023	By:	/s/ Jef Lewis
		Jef Lewis, Chief Executive Officer

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