Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.



Approval of First Amendment to the Eco Innovation Group, Inc. 2022 Stock Incentive and Equity Compensation Plan

On January 24, 2023, following recommendation and approval by the Company's Board of Directors, a majority of the outstanding voting stock of the Company approved the First Amendment to the Eco Innovation Group, Inc. 2022 Stock Incentive and Equity Compensation Plan (the "2022 Plan"), which increased the number of Company common shares authorized and reserved for issuance under the 2022 Plan by 175,000,000 shares. The material terms of the 2022 Plan are summarized in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2022. The First Amendment to the Eco Innovation Group, Inc. 2022 Stock Incentive and Equity Compensation Plan is filed herewith as Exhibit 10.1.

Item 5.03 Amendment to Articles Of Incorporation.

On January 24, 2023, following approval by the Company's Board of Directors and a majority of the outstanding voting stock of the Company, the Company filed Sixth Amended and Restated Articles of Incorporation with the State of Nevada reflecting an increase in the Company's authorized common stock from 6,000,000,000 shares at $0.0001 par value per share to 10,000,000,000 shares at $0.0001 par value per share, effective January 24, 2023. The Sixth Amended and Restated Articles of Incorporation are filed herewith as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.




     Exhibit Number      Description
          3.1*             Sixth Amended and Restated Articles of Incorporation
                         of Eco Innovation Group, Inc., as filed with the
                         Secretary of State of the State of Nevada on January 24,
                         2023.
         10.1*             First Amendment to the Eco Innovation Group, Inc. 2022
                         Stock Incentive and Equity Compensation Plan, dated
                         January 24, 2023
          104            Cover Page Interactive Data File (formatted as Inline
                         XBRL and contained in Exhibit 101).




* Filed herewith.

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