UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION~~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~~REPORT

~~Date~~Pursuant to ofSection ~~Report~~13 OR 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported)~~Exchange ~~November~~Act 5,of ~~2019~~1934

~~Renewable~~Date ~~Energy~~of &Report ~~Power, Inc.~~ (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): inNovember ~~its~~15, ~~charter)~~2019

Nevada		000-23731		46-1294868
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

RENEWABLE ENERGY & POWER, INC.

~~3395~~(Exact name W.of ~~Cheyenne~~registrant ~~Ave.~~as ~~#111B,~~specified N.in ~~Las~~its ~~Vegas, NV 89032 (Address of principal executive offices~~charter)

Registrant’s telephone number, including area code 702-685-9524

Nevada		000-23731		46-1294868
(state or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

~~N/A~~3395 W. ~~(Former~~Cheyenne ~~name~~Ave., orLas ~~former~~Vegas, NV 89032 (address, ifof ~~changed~~principal ~~since~~executive ~~last~~offices) ~~report.~~(zip code)

(702) 685-9524

(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 (see General Instruction A.2. below):

☐ 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))

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

Emerging growth company ☐☒

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. ☐☒

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

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

~~Section~~ Item 1.01 -Entry ~~Registrant’s~~into ~~Business and~~a ~~Operations~~Material Definitive Agreement.

~~Item~~On October ~~1.01~~9, ~~Entry~~2019 the Company entered into a ~~Material~~settlement ~~Definitive~~agreement and stipulation (“Settlement Agreement”) with Trillium Partners LP (“Trillium”) in connection with the settlement of $219,460 of bona fide obligations the Company owed to certain of its creditors. The Settlement Agreement was subject to fairness hearing, and on November __, 2019 a Federal court in the District of Maryland held a fairness hearing and granted approval of the Settlement Agreement. If the Settlement Agreement is satisfied in full, the Company shall reduce the Company’s debt obligations equal to $219,460 in exchange for the issuance of settlement shares of Company’s common stock pursuant to the terms of section 3(a)(10) of the Securities Act of 1933, in multiple tranches, at a price equal to the lowest closing bid price for the common stock for the twenty trading days immediately preceding the delivery of such tranche. At no time may Trillium beneficially own more than 9.99% of the Company’s outstanding common stock.

~~On August 23, 2019, Renewable Energy &~~The ~~Power,~~foregoing ~~Inc..~~is ~~(the “Company” or “RBNW”) entered into~~ a ~~Membership~~summary ~~Purchase Agreement with Lust for Life Footwear, LLC (“Lust for Life”) whereby 100%~~ of the ~~membership~~terms ~~interests~~ of ~~Lust~~the ~~for~~Settlement ~~Life~~Agreement ~~were~~and ~~purchased~~is qualified in ~~exchange for~~its ~~exactly~~entirety ~~77,789~~by ~~shares~~the ofSettlement ~~Series~~Agreement Battached hereto ~~Preferred~~and ~~Stock~~incorporated ofherein ~~the~~as ~~Company~~Exhibit ~~(the “Agreement”)~~10.1.

~~Upon further due diligence, management determined~~Item ~~that although the final issuance of 77,789 shares of Series B Preferred Stock of the Company is correct, the proper structure of the transaction has been amended~~9.01 ~~Pursuant~~Financial toStatements an Omnibus Amendment Agreement between the Company, Lust for Life New York, LLC, a New York limited liability company (“Lust NY”), Blind Faith Concepts, Inc., a New York corporation (“Blind Faith”), (the “Amendment”) he Company purchased 100% of Blind Faith. Blind Faith ownership, as a matter of percentages, was equal to the exact percentages of Lust for Life membership interests. Therefore, on August 23, 2019, owners of Blind Faith representing 100% of the total issued and ~~outstanding shares were issued, collectively, 77,789 shares of Series B Preferred Stock of the Company (“Series B Preferred”)~~Exhibits. ~~As a result, the Series B Preferred shares were issued as follows:~~

Shareholder	Number of Series B Preferred Shares Received
Karen Berend	38,506
David Berend	16,919
Sarah Malaquias	16,919
Steven Berend	3,112
Linda Redlisky	2,334
TOTAL	77,789

(d) Exhibits: The following exhibits are filed with this report:

As a result of the transaction, Blind Faith became a subsidiary of the Company. Lust for Life in turn is a wholly owned subsidiary of Blind Faith.

Exhibit No.		Description
10.1		SETTLEMENT AGREEMENT

~~Karen and David Berend remain the 100% owns of the Series A Preferred Stock, having super voting rights of the Company.~~1

~~SPACE LEFT INTENTIONALLY BLANK.~~ SIGNATURES ~~TO FOLLOW.~~

1Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURE

	Date: November 18, 2019

	Renewable Energy & Power, Inc.

	By:	/s/ Conrad Huss
	Name:	Conrad Huss
	Title:	President

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2

		Renewable Energy & Power, Inc.
		(Registrant)
Date:	November 7, 2019
		By:	/s/ Conrad Huss
		Name:	Conrad Huss
		Title:	Chief Executive Officer

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