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): ~~March~~January 3021, ~~2015~~2016

FIRMA HOLDINGS CORP.

(Name of Small Business Issuer in its charter)

Nevada	333-143512	20-5000381
(State of incorporation)	(Commission File No.)	(IRS Employer
		Identification No.)

181 N. Arroyo Grande Blvd.

Ste. #140B

Henderson, NV 89074

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (888) 901-4550

	N/A
(Former name or former address if changed since last report)

Check 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)

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.01. ~~Entry Into a Material Definitive Agreement~~Other

OnIn ~~March~~the ~~30,~~third ~~2015~~quarter ~~the~~of ~~Company~~2015 ~~signed~~Sicilian anSun ~~agreement~~Limited toand ~~acquire~~its subsidiary, Sicilian Sun ~~Limited~~Foods, ~~LLC~~began ~~(“SSL”)~~production of Gelato for its major US client. In spite of delays on certain raw materials, multiple containers were delivered in August and September.

~~The~~Prior ~~acquisition~~to ~~includes~~this, ~~SSL~~critical banking facilities needed to manage payable and receivable cycles had been vowed by the company’s ~~wholly~~Italian ~~owned~~bank. ~~Italian~~In ~~subsidiary~~spite of continual meetings and recommitments from the bank, ~~Sicilian~~in ~~Sun~~early ~~Foods~~September, sthe absence of the banking facilities began to affect production.~~r.l.~~ Additionally, ~~and~~in ~~two~~early ~~production~~September, ~~facilities~~there ~~located~~was torrential flooding in ~~Alcamo~~Eastern Sicily that resulted in electrical damage at the factory and ~~Catania~~a on“State of Emergency” for the ~~island~~region. As a result, production was halted and, as of ~~Sicily~~January 21, 2016, the plant has not resumed operations.

~~The~~While ~~Alcamo~~seeking ~~facility~~other ~~has~~funding ~~been~~sources, inthe ~~operation~~company ~~for~~also ~~six~~began ~~years~~negotiations ~~and~~with ~~consists of~~ a ~~state-of-the-art~~potential ~~production~~partner ~~factory~~that ~~encompassing~~could ~~53,500~~bring ~~square~~needed ~~feet~~resources. ~~This~~In ~~BRC~~Mid-November, ~~certified~~a ~~facility~~letter ~~currently~~of ~~produces~~intent ~~private~~was ~~label~~signed ~~products~~ for ~~Carrefour~~the –sale ~~Italia~~of asSicilian ~~well~~Sun asLimited ~~private~~ and ~~branded~~Sicilian ~~label~~Sun ~~products for Auchan~~Foods, ~~Conad~~with ~~and~~a ~~other~~targeted ~~major~~closing ~~European~~date ~~retailers. The facility specializes in the manufacturing~~ of ~~three~~December ~~product categories: baked goods~~31st, ~~frozen~~2015. ~~desserts,~~Further ~~and~~negotiations ~~semi-finished~~resulted ~~products~~in ~~made~~a ~~from~~new ~~natural~~closing ~~ingredients.~~date ~~These products include assorted pastries~~on, ~~ricotta~~or ~~cannoli~~before, asFebruary ~~well as cakes~~5th, ~~breads,~~2016. ~~rice~~Details ~~balls, croissants, and a variety~~ of ~~other~~the ~~frozen~~transaction ~~and~~will ~~packaged~~be ~~items.~~revealed ~~Frozen~~with ~~desserts~~the ~~include~~signing ~~gelato, tartufi, mousse, sorbets Italian ices and other frozen treats. Many~~ of the ~~products~~definitive ~~use proprietary formulas~~agreement.

The new, state-of-the-art, Catania facility consists of 48,000 sq. ft., is BRC/IFS certified, and contains the latest in automated technology for the commercial production of artisanal gelato products.

In 2014, Sicilian Sun Foods used the services of food supplier La Petite Foods and global food broker Daymon Worldwide to secure orders to manufacture private label and branded products for major grocery chains in the United States.

At closing, the Company will issue 16,000,000 shares of its common stock to the members of SSL in consideration for their interests in SSL.

However, if the operations of SSL do not generate, during the period ending:

· 9 months after the closing, but prior to the second anniversary of the closing, more than $7,500,000 of gross revenue with EBITDA of at least $1,125,000, then the members of SSL will return 3,000,000 shares of common stock to the Company.

· 12 months after the closing, but prior to the second anniversary of the closing, more than $10,000,000 of gross revenue with EBITDA of at least $1,500,000, then the members of SSL will return 2,000,000 shares of common stock to the Company.

· 24 months after the closing, but prior to the third anniversary of the closing, more than $15,000,000 of gross revenue with EBITDA of at least $2,250,000, then the members of SSL will return 3,000,000 shares of common stock to the Company.

· 24 months after the closing, but prior to the third anniversary of the closing, more than $20,000,000 of gross revenue with EBITDA of at least $3,000,000, then the members of SSL will return 2,000,000 shares of common stock to the Company.

When EBITDA from the operations of SSL reaches $1,000,000, 25% of EBITDA will be paid each year to the former members of SSL until $2,000,000 has been paid.

The Company has analyzed the financial statements of Sicilian Sun Limited, LLC and its subsidiary in accordance with SEC Regulation S-X Rule 8-04. At the date of the agreement, the acquisition does not exceed 20% of the Company’s consolidated assets or the Company’s consolidated net loss; therefore separate financial statements are Sicilian Sun Limited, LLC and its subsidiary are not required.

Francis R. Biscan, Jr., the Company’s President, Chief Executive Officer and a director, owns 46% of SSL.

SIGNATURES

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.

Date: April 3, 2015
	FIRMA HOLDINGS CORP.
	By:	/s/ David Barefoot
		David Barefoot, Chief Operating Officer

Date: January 21, 2016

	FIRMA HOLDINGS CORP.



	By:	/s/ David Barefoot
		David Barefoot, Chief Operating Officer

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