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): ~~April~~January 201, ~~2022~~2023

(BREWBILT MANUFACTURING LOGO)

BrewBilt Manufacturing, Inc.

(Exact name of registrant as specified in its charter)

Florida	000-55787	4784-~~0990750~~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 35.0302 ~~Material~~Departure ~~Modification~~of toDirectors ~~Rights~~or Certain Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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

~~The~~Jeff Board of Directors of BrewBilt Manufacturing, Inc., a Florida corporation (the “Company”), has approved a reverse stock split of its common stock, par value $0.001 per share (the “Common Stock”), 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 will also reduce the authorized shares of Common Stock in the same proportion as the Reverse Stock Split, from 25,000,000,000 shares to 83,333,333 shares, shareholder approval is not required to effect the Reverse Stock Split pursuant to Section 607.10025(2) of the FBCA.Lewis

~~The~~Effective ~~Reverse~~January ~~Stock~~1, ~~Split~~2023, ~~will~~Jeffrey ~~become~~Lewis ~~effective~~and atBrewBilt ~~5:00~~Manufacturing, pInc.m. ~~on April 28, 2022~~ (the “~~Effective Date”) pursuant to Articles of Amendment to the Article of Incorporation of the~~ Company ~~(the “Articles of Amendment~~”) ~~filed~~entered byinto ~~the~~a ~~Company~~new ~~with~~Employment ~~the~~Agreement ~~Secretary of State~~pursuant ofto ~~the~~which ~~State of Florida on April 20, 2022~~Mr. ALewis ~~copy~~will ofcontinue ~~the~~to ~~Articles~~serve ~~of Amendment has been filed~~ as ~~Exhibit~~the ~~3.1~~Company’s ~~hereto~~Chief ~~and~~Executive ~~is incorporated herein by reference~~Officer.

~~Effects~~Pursuant 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 ~~Reverse~~rate of 6% per annum. Unpaid salary may be converted by Mr. Lewis into shares of Series A Preferred Stock ~~Split~~of the 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)~~ inforegoing ~~the~~description ~~marketplace at the open~~ of ~~business on April 29, 2022 (~~the ~~“Effective~~Employment ~~Date”),~~Agreement ~~whereupon~~between the ~~shares~~Company ofand ~~Common Stock will begin trading on a split-adjusted basis~~Mr. OnLewis ~~the~~is ~~Effective~~qualified ~~Date,~~in ~~the~~its ~~Company’s~~entirety ~~trading~~by ~~symbol~~reference ~~will change~~ to ~~“BBRWD”~~the ~~for~~actual aterms ~~period~~ of 20the ~~business~~Employment Agreement, ~~after~~ which ~~the~~has ~~“D”~~been ~~will~~filed beas ~~removed~~Exhibit ~~from the trading symbol~~10.1 Into ~~connection~~this ~~with~~Current ~~the~~Report ~~Reverse Stock~~on ~~Split~~Form 8-K, ~~the~~and ~~CUSIP~~which ~~number~~is ~~for~~incorporated herein ~~the~~by ~~Company’s Common Stock will change to 10756L 207~~reference.

~~Split~~Bennett Adjustment; No Fractional Shares. As a result of the Reverse Stock Split, 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.Buchanan

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

~~vStock~~Pursuant ~~Transfer~~to the Employment Agreement, ~~LLC~~Mr. Buchanan will receive an annual salary of $250,000 payable in monthly installments, with unpaid amounts 18accruing ~~Lafayette~~interest ~~Place~~at the rate of 6% per annum. Unpaid salary may be converted by Mr. Buchanan into shares of Series A Preferred Stock ~~Woodmere~~of the Company. Mr. Buchanan will also be issued $150,000 NYof ~~11598 Phone:~~Series ~~(212)~~A ~~828-8436~~Preferred Stock pursuant to the Employment Agreement. The Employment ~~Facsimile:~~Agreement ~~(646)~~is ~~536~~for a term of one year, and may be terminated by either party at any time on 90-~~3179~~days’ prior written notice.

~~Immediately~~The ~~after~~foregoing ~~the~~description ~~Reverse~~of ~~Stock~~the ~~Split,~~Employment ~~each~~Agreement ~~stockholder’s~~between ~~percentage ownership interest in~~ the Company and ~~proportional~~Mr. ~~voting~~Buchanan ~~power~~is ~~will remain~~qualified ~~unchanged~~in ~~except~~its ~~for~~entirety ~~minor~~by ~~adjustments~~reference ~~that~~to ~~may~~the actual ~~result~~terms ~~from~~of ~~rounding~~the ~~fractional~~Employment ~~shares~~Agreement, ~~into~~which ~~whole~~has ~~shares.~~been ~~The~~filed ~~rights~~as ~~and~~Exhibit ~~privileges of~~10.1 ~~the~~to ~~holders~~this ofCurrent ~~shares~~Report ofon ~~Common~~Form ~~Stock~~8-K, ~~will~~and bewhich ~~unaffected~~is incorporated herein by ~~the Reverse Stock Split~~reference.

DIRECTOR AGREEMENTS

Effective January 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.

Under the 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 8-K, and which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

(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)

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 April 20, 2022
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.

	BrewBilt Manufacturing, Inc.

Date: February 2, 2023	By:	/s/ Jef Lewis
		Jef Lewis, Chief Executive Officer

Date: April 26, 2022	By:	/s/ Jef Lewis
		Jef Lewis, Chief Executive Officer

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