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

On December 17, 2021, Lee Lefkowitz ("Lefkowitz") sent a letter to the Board of Directors of PotNetwork Holdings, Inc. (the "Company" or the "Registrant"), wherein he indicated he would resign as of January 14, 2022 as Chief Executive Officer, President, member of the board of directors and acting CFO of the Company).

On December 27, 2021, the Board of Directors accepted his resignation and released Lefkowitz from his duties and responsibilities to the Company.

On December 27, 2021, Sohail Quraeshi was appointed as a CEO and President of the Company. The Company has entered into an executive consulting agreement with Mr. Quraeshi.

Sohail Quraeshi, age 65, CEO, President. Mr. Quraeshi is a graduate of Buckingham University in the United Kingdom (L. Sc. Economics). He has been actively involved in the financial and securities industry as a Security Analyst with various international banking institutions in the United States, Asia Europe and the Middle East.

In the past three decades Mr. Quraeshi has served in leading roles in several public and private companies and currently the Founder of TSS Vertical, www.tssvertical.com, Managing Director Of Vahoca Pt Ltd, in Singapore, a private equity group, Vice Chairman of Moveo Technologies Corporation, www.drvn.com, and a member of the Board of Directors and Investment Advisor Team of Perpetual Value, www.perpetualvalue.com.

As a prominent member of the local community Mr. Quraeshi serves on two notable non-profit Boards, the Coalition of Hope, www.coalitionofhope.org, and Eagles Foundation Inc, that assist in disaster relief in, and around, the local community.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS





Exhibit
No.         Description

  10.1        Executive Consulting Agreement with Mr. Quraeshi.
  17.1        Letter of Resignation of Lee Lefkowitz.
  17.2        Board Resolution accepting resignation of Mr. Lefkowitz and
            appointing Mr. Quraeshi as Director, President and CEO.





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