UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Pursuant ~~REPORT~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~PURSUANT~~Date TOof ~~SECTION~~Report 13(Date ORof ~~15(D~~earliest event reported): OFDecember ~~THE~~3, 2015

~~SECURITIES~~FORU ~~EXCHANGE~~Holdings, ~~ACT~~Inc. OF(Exact ~~1934~~name of registrant as specified in its charter)

Date of Report (Date of earliest event reported): February 16, 2012

Nevada

333-146744

88-0338837

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

~~CAPSALUS~~117 ~~CORP~~S. Cook Street #184 Barrington, IL 60010 (Address of Principal Executive Offices)

~~(Exact~~732-536-1600 ~~name of registrant as specified in its charter)~~

Nevada	333-146744	88-0338837
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

618 S. Northwest Highway #139, Barrington, IL 60010

(Address of principal executive offices)(Zip Code)

(888) 400-7179

Registrant’s telephone number, including area code

~~Not Applicable~~N/A

( Former name or former address, if changed since last report.)

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:

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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 2.01. Completion of Acquisition or Disposition of Assets.~~1

OnItem ~~February 16, 2012 (the “Closing Date”), Capsalus Corp~~1.01 ~~(“Capsalus”)~~Entry ~~completed~~into ~~its previously announced acquisition (the “GeneWize Acquisition”) of all of the outstanding capital stock of GeneWize Life Sciences, Inc.,~~ a ~~Delaware~~Material ~~corporation~~Definitive (“GeneWize”), from its parent GeneLink, Inc., a Pennsylvania corporation (“GeneLink”). GeneWize is a direct selling company focused on the marketing of customized genetically-based nutritional and skin care products.Agreement

~~Capsalus~~On ~~paid~~December ~~GeneLink~~3, ~~cash~~2015, ~~consideration~~ForU inHoldings, anInc., ~~amount~~a ~~equal~~Nevada tocorporation ~~$500,000~~(the on“Company”) entered into a share exchange agreement (the ~~Closing~~“Agreement”) ~~Date. Capsalus~~with ~~borrowed~~Life, ~~$500~~180,~~000~~ ~~from~~Inc. ~~Gene~~a ~~Elite~~Nevada ~~LLC~~corporation (“180”), SRD, Inc. a ~~Delaware~~Nevada ~~limited~~corporation ~~liability~~which ~~company~~is ~~and~~the ~~affiliate~~sole shareholder of ~~Capsalus~~180 (~~“Gene~~the ~~Elite~~“Shareholder”), toand ~~make~~John ~~the~~de ~~payment~~Vries. ~~The~~ Pursuant ~~loan~~to ~~bears~~the ~~interest~~Agreement, atthe ~~10%,~~Company isagreed ~~convertible~~to ~~into~~purchase ~~Capsalus~~all ~~stock~~of atthe ~~$0.02~~outstanding ~~per~~equity ~~share,~~interests ~~and~~of ~~has~~180 a(the ~~warrant~~“180 ~~attached~~Shares”) tofrom ~~purchase~~the 25Shareholder in exchange for 3,~~000~~750,000 shares of ~~Capsalus~~the ~~common~~Company’s ~~stock at~~ $0.08001 par value per share~~. During~~ common stock (the ~~period~~“Common ~~commencing~~Stock”). Also, asprior ofto the ~~second~~signing ~~full~~date ~~calendar~~of ~~month~~the ~~following~~Agreement, the ~~Closing~~Company ~~Date~~made ~~and~~advances ~~ending~~to ~~sixty~~180 ~~(60)~~of ~~calendar~~$1,850,000 ~~months~~and ~~thereafter~~pursuant to the Agreement, ~~Capsalus~~such isadvanced ~~required~~funds are to ~~pay~~be ~~GeneLink~~applied ~~cash~~as ~~consideration~~part ~~each~~of ~~month~~the ~~equal~~purchase toprice for the ~~greater~~180 ofShares. The ~~(i)~~Agreement ~~$25,000~~also ~~and~~requires ~~(ii)~~the ~~10%~~Company ofis ~~GeneWize’s~~required ~~gross~~to ~~revenues~~make ~~generated~~available ~~during~~to ~~such~~180 ~~month;~~an ~~provided~~additional ~~that~~$150,000 ~~the~~for ~~total~~use ~~cash~~as ~~consideration~~working ~~payable~~capital byin ~~Capsalus~~the ~~pursuant~~180 tobusiness. Although the ~~Stock~~Agreement ~~Purchase~~has ~~Agreement~~been executed, ~~dated~~the astransactions ofcontemplated ~~October~~by ~~13,~~the ~~2011~~Agreement ~~(the~~have ~~“Stock~~yet ~~Purchase~~to ~~Agreement”),~~close. A bycopy ~~and~~of ~~between~~the ~~Capsalus~~Agreement ~~and~~is ~~GeneLink~~filed ~~shall~~herewith ~~not~~as ~~exceed~~Exhibit ~~$5,000,000~~10.1.

~~The~~Item ~~description of the Stock Purchase Agreement does not purport to be complete and is qualified by reference to the Stock Purchase Agreement, which is attached as Exhibit 10~~4.101 toChanges ~~Capsalus~~in Registrant’s ~~Current~~Certifying ~~Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2011.~~Accountant

~~Concurrently~~FORU ~~and~~Holdings, inInc. ~~connection~~was ~~with~~notified ~~the~~that ~~execution~~since of the ~~Stock~~Company’s ~~Purchase~~last ~~Agreement,~~audit ~~Gene~~of ~~Elite~~years ~~and~~ended ~~GeneWize~~December ~~entered~~31, ~~into~~2010 ~~that certain License~~ and ~~Distribution Agreement~~2009, ~~pursuant~~the toCompany’s ~~which~~independent ~~GeneLink~~registered ~~granted~~public ~~Gene~~accounting ~~Elite~~firm, anMoquist ~~exclusive~~Thorvilson ~~license~~Kaufmann toKennedy ~~market~~& ~~and~~Pieper ~~sell~~LLC ~~certain~~(“MTK”) ~~products~~changed inits ~~certain~~name ~~channels~~to ~~within~~Moquist anThorvilson ~~exclusive~~Kaufmann ~~territory~~& ~~and~~Pieper aLLC ~~non-exclusive~~and ~~license~~then to ~~market~~Moquist ~~and~~Thorvilson ~~sell~~& ~~certain~~Kaufman, ~~products in certain channels within a non-exclusive territory~~LLC. ~~The~~ Then ~~License~~on ~~and~~July ~~Distribution~~1, ~~Agreement~~2013 ~~also~~MTK ~~permits~~terminated ~~Gene~~all ~~Elite~~its toemployees ~~grant~~and ~~sublicenses~~ceased ~~to various subdistributors, including Capsalus~~operations. ~~One~~ All of the ~~managing~~former ~~members~~employees ofand ~~Gene~~former ~~Elite~~partners isof aMTK ~~director~~became employees and ~~major~~partners ~~shareholder~~ of ~~Capsalus~~BDO ~~and~~USA, ~~therefore~~LLP ~~Gene~~(“BDO”). Accordingly, ~~Elite~~the ~~may~~former befirm ~~considered an affiliate~~ of ~~Capsalus. Pursuant~~MTK tono ~~the~~longer ~~License~~exists ~~and~~nor ~~Distribution~~does ~~Agreement,~~it ~~Gene~~have ~~Elite~~a ~~agreed~~license to ~~pay~~practice ~~GeneLink~~public ~~$1,500,000~~accounting.

AsOn aDecember ~~result~~16, of2015, the ~~GeneWize~~board ~~Acquisition~~of directors appointed Heaton & Company, ~~GeneWize~~PLLC ~~became~~(“Heaton”) aas ~~wholly-owned~~the ~~subsidiary~~Company’s ofnew ~~Capsalus. The~~independent ~~amount~~registered ofpublic ~~consideration~~accounting ~~paid~~firm for the ~~acquisition~~fiscal ~~was~~years ~~determined~~ended ~~pursuant~~December to31, ~~arm’s~~2015, ~~length~~2014, ~~negotiations~~2013, ~~between~~2012 ~~the~~and ~~parties~~2011. Heaton is located at 250 North East Promontory, Suite 200, Farmington, Utah 84025.

During the registrant’s most recent fiscal years ended December 31, 2010 and 2009 and through December 16, 2015, the registrant did not consult with Heaton on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the registrant’s financial statements, and Heaton did not provide either a written report or oral advice to the registrant that was an important factor considered by the registrant in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304 ~~8.01. Other~~(a)(1)(iv) ~~Events~~of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

OnIn ~~February~~connection ~~16,~~with ~~2012,~~the ~~Capsalus~~audit ~~issued~~of athe ~~press~~registrant’s ~~release~~financial ~~announcing~~statements for the ~~consummation~~fiscal ofyears ended December 31, 2010 and 2009 and through the ~~GeneWize~~date ~~Acquisition~~of this Current Report, athere ~~copy~~were: (i) no disagreements between the registrant and MTK on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which isdisagreements, ~~attached~~if asnot ~~Exhibit~~resolved ~~99.1~~to the satisfaction of MTK, would have caused MTK to ~~this~~make ~~Current~~reference ~~Report~~to the subject matter of the disagreement in its reports on the registrant’s financial statements for such years, and (ii) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

~~Item~~The 9Company provided BDO with a copy of this Current Report.~~01.~~ BDO ~~Financial~~advised ~~Statements~~that it is unable to request that the former MTK partners furnish the Company with a letter addressed to the Securities and ~~Exhibits~~Exchange Commission stating whether or not the former firm agrees with the registrant’s statements in this Item 4.01 because MTK no longer exists nor does it have a license to practice public accounting.

(a) Financial statements of business acquired. The financial statements required to be filed pursuant to this Item will be filed by amendment no later than 71 calendar days after the date on which this Report is required to be filed.2

~~(b) Pro~~Item ~~forma financial information~~5. ~~The~~02 ~~pro~~Departure ~~forma~~of ~~financial~~Directors ~~information~~or ~~that~~Certain isOfficer; ~~required~~Election toof beDirectors; ~~filed~~Appointment ~~pursuant~~of toCertain ~~this Item will be filed by amendment no later than 71 calendar days after the date on which this Report is required to be filed.~~Officers;

~~(c) Shell~~Compensatory ~~company~~Arrangements ~~transactions. Not~~of ~~applicable~~Certain Officers.

~~(d) Exhibits~~On December 16, 2015, the Board appointed Mr. ~~The~~ ~~following~~Diego ~~exhibit~~E. isRoca ~~furnished~~as ~~with~~the ~~this~~Company’s ~~Report:~~Chief Financial Officer.

Exhibit No.		Description
99.1		Press release, dated February 16, 2012.

Diego E. Roca, age 48, has over 20 years of experience in financial management, operations, public (SEC) filings, compliance, cash management and internal controls. From 1995 until 2004, he worked with Digitec 2000, Inc., a U.S. based telecommunications firm, where he began his career as Digitec's Controller. He was promoted to Chief Operating Officer and finally Senior Vice President and Chief Financial Officer. From 2004 to 2006, Mr. Roca served as a consultant to various companies, including Digitec and Dominion Minerals Corp. From 2007 to present he has held the office of Executive Vice President, Chief Financial Officer and Director for Dominion Minerals Corp, an international mining firm with projects in the republics of China and Panama. From November 2013 to April 2014 and from August 2014 to October 2014, Mr. Roca served as the Chief Financial Officer and Chief Restructuring Officer, respectively, to Codesmart Holdings, Inc. Mr. Roca received a Bachelor of Science degree in Accounting from Queens College in 1991.

~~SIGNATURE~~There are no “family relationships” between Mr. Roca and any director or executive officer of the Company as such term is defined in Item 401(d) of Regulation S-K. Mr. Roca has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

~~Pursuant~~On February 1, 2016, the Company and Mr. Roca entered into an employment agreement (the “Employment Agreement”), pursuant to which the ~~requirements~~Company employed Mr. Roca as its Chief Financial Officer for a term of four years with a one-year automatic renewal term. Pursuant to the ~~Securities~~Agreement, ~~Exchange~~Mr. ~~Act~~Roca is entitled to compensation consisting of ~~1934~~$150,000, ~~Capsalus~~$175,000, ~~Corp~~$225,000 and $250,000 per year of base salary in 2016, 2017, 2018 and 2019, respectively and an annual bonus if certain performance targets are met at the discretion of the Board. Pursuant ~~has~~to ~~duly~~the ~~caused~~Employment ~~this~~Agreement, ~~Report~~Mr. Roca was granted an option (the “Option”) to purchase 150,000 shares of the Company’s Common Stock at $0.88 per share. The Option carries a term of 5 years. Additionally, the Employment Agreement contains a grant of shares of Common Stock of the Company to Mr. Roca in the amount of 150,000 shares, 150,000 shares and 200,000 shares that shall be ~~signed~~issued onin ~~its~~2016, ~~behalf~~2017 byand 2018, respectively. A copy of the ~~undersigned~~Employment ~~hereunto~~Agreement ~~duly~~is ~~authorized~~filed herewith as Exhibit 10.2.

~~CAPSALUS~~Item ~~CORP~~8.01 ~~By:~~Other ~~/s/ Steven M. Grubner Name: Steven M. Grubner Title: Chief Executive Officer/Chief Financial Officer~~Events

~~Date: February~~The 21Company has been delinquent in its filings with the SEC. The last report filed with the SEC by the Company was its Form 10-Q for the nine months and three months ended September 30, 2011. The Company is currently preparing a Comprehensive Form 10-K which shall include audited financial statements for the years ended December 31, 2015, 2014, 2013, 2012 and 2011 and will also include quarterly reports for the quarterly periods ended prior to the time of filing of the Comprehensive Form 10-K. The Company anticipates that the Comprehensive Form 10-K shall be prepared and ready for filing no later than 120 days from the date of filing of this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit Number

Description

10.1

Share Exchange Agreement

10.2

Employment Agreement

SIGNATURE

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.


		FORU HOLDINGS, INC.



Date:	March 8, 2016	By:	/s/ Diego E. Roca
			Diego E. Roca
			Chief Financial Officer

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