Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Chief Financial Officer

As filed as a Current Report on Form 8-K on August 5, 2022, on August 1, 2022, the Board of Directors of Diamond Wellness Holdings, Inc. (formerly named PotNetwork Holdings, Inc.), (the "Company" or the "Registrant") entered into an Executive Consulting Agreement (the "Agreement") with FSLR, LLC, of Atlanta, Georgia, under which Pooja Bhandari-Lamba, a Partner in FSLR, LLC would serve as an officer of the Company in the capacity of Chief Financial Officer ("CFO").

On November 17, 2022, the Company's Board of Directors and management received an email from Pooja Bhandari-Lamba, stating that FSLR, LLC, and herself personally were resigning from further engagement in providing CFO services for the Company.

The Company subsequently discussed and negotiated possible reinstatement and continuation of their CFO services in accordance with the Agreement, but the attempts were unsuccessful. The Company is actively interviewing and negotiating with qualified candidates for the replacement of Chief Financial Officer ("CFO").






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