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): ~~August~~September 165, 2019

GENERATION NEXT FRANCHISE BRANDS, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-55164

45-2511250

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2620 Financial Court, Suite 100, Diego, California 92117

(Address of Principal Executive Offices)

858-210-4200

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))

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 ¨

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. ¨

Item 5.0702 ~~Submission~~Apppiontment of ~~Matters to a Vote of Security Holders~~Directors

OnSeptember ~~August 2~~5, 2019, Generation Next Franchise Brands, Inc. (~~the~~ “Company”) ~~held~~announced athe ~~Special~~appointment ~~Meeting~~ of ~~Stockholders~~Thomas ~~(the~~McChesney ~~“Special~~to ~~Meeting”),~~ the ~~Special~~Board ~~Meeting was adjourned until August 16, 2019 and completed on that date. Of the 73,110,463 shares~~ of ~~common~~Directors ~~stock~~to ~~outstanding~~serve as ofan ~~June~~independent ~~25,~~member ~~2019, the record date for the Special Meeting, 41,041,527 shares were represented at the Special Meeting (in person or by proxy), constituting 56.8%~~ of the ~~outstanding shares entitled to vote and a quorum to conduct business at the Special Meeting~~Board.

AtThomas ~~the~~McChesney, ~~Special Meeting~~73, ~~stockholders~~spent ofhis ~~the~~entire ~~Company~~career ~~(1)~~working ~~approved~~with ~~the~~emerging ~~ratification~~growth ofcompanies. ~~the~~He ~~appointment~~began ofas ~~Benjamin~~an &OTC ~~Young,~~trader ~~LLP~~with asboth ~~the~~local ~~Company’s~~and ~~independent~~national ~~registered~~brokerage ~~public~~firms ~~accounting~~and ~~firm~~joined ~~(independent~~Paulson ~~auditors)~~Investment ~~for~~Company in the ~~fiscal~~OTC ~~year~~trading ~~ending~~department. ~~June~~During ~~30,~~the ~~2019~~1980’s, ~~(2)~~Paulson ~~approved~~Investment began an ~~amendment~~investment tobanking ~~the~~arm ~~Articles~~ of ~~Incorporation~~which Mr. McChesney became a part. From 1980 to ~~increase~~1995 when he resigned from the ~~authorized~~firm, ~~shares~~he ofhad ~~Common~~a ~~Stock~~series of ~~the~~promotions ~~Company~~ from ~~100,000,000~~sales ~~shares~~manager to ~~200,000,000~~Senior ~~shares,~~Vice President and ~~(3)~~eventually ~~approved~~was ~~the~~named ~~change~~President ofin 1993. While at Paulson, Mr. McChesney also served on the ~~name~~Board of Directors for the ~~Company~~NASDAQ ~~from~~listed ~~Generation~~holding ~~Next~~company. ~~Franchise~~After ~~Brands~~retiring from Paulson, ~~Inc.~~Tom toformed ~~Generation~~his ~~Next~~own investment banking division of a small Portland firm where he consulted and helped companies raise capital for 8 years.

~~The~~Mr. ~~final~~McChesney ~~voting~~has ~~results~~served ~~are~~on ~~set~~the ~~forth~~boards ~~below~~of numerous companies over the years and has consulted with many others. In 1995 he joined the Board of a small temporary staffing company, Labor Ready, where he led a $2 million equity financing for the bulletin board listed company. He remained on the board of Labor Ready for 21 years until retiring in March, 2017. He chaired the compensation committee for a number those years. Today, Labor Ready is known as TrueBlue and is a $3 billion revenue company listed on the NYSE. From 2014 to 2018 Mr. McChesney was chairman of the consulting and investment firm Whitestone Investment, LLC, and from 2016 to 2018 he was an independent director of ImpactFlow, an online fund raising platform. Mr. McChesney also worked with Veana Therapeutics, Inc., a private biotechnology company, as a consultant from 2017 to 2019.

~~Proposal~~Item 1:5.02 ToAppointment ~~ratify the appointment~~ of ~~Benjamin~~Certain ~~& Young, LLP as the Company’s independent registered public accounting firm (independent auditors) for the year ending June 30, 2019.~~Officers

For	Against	Abstain	Broker Non-Votes
41,041,527	281,509	201,617	—

The Company also announced that it has appointed Ryan Polk, 51, as interim Chief Executive Officer of the Company to succeed Nicholas Yates. Mr. Polk has been the CFO of the Company since March of 2019 and has held President, CFO, and COO positions with founder and private equity owned consumer products companies with revenues above $150 million. Before joining the Company, Mr. Polk served as the CFO and COO of Cellpoint Corporation whose principal business was the reclamation and recycling of Apple and Samsung mobile device parts for the major US mobile network operators. The previous six years, he filled executive roles in the portfolio companies owned by LDI, a family office based in Indianapolis. LDI actively managed investments in distribution, light manufacturing, and supply chain management. He led the mergers and acquisition team for LDI as well. Mr. Polk also served as the VP Corporate FP&A for Brightpoint, a publicly traded, Fortune 100 mobile device logistics company, based in Indianapolis prior to its sale to Ingram Micro. He has 18 consecutive years of experience working with international employees, customers, and suppliers.

~~Proposal~~ 2~~: To amend the Articles of Incorporation to increase the authorized shares of Common Stock that the Company has authority to issue from 100,000,000 shares to 200,000,000 shares.~~

For	Against	Abstain	Broker Non-Votes
37,478,926	3,903,330	141,913	—

SIGNATURES

~~Proposal~~Pursuant 3:to Tothe ~~change~~requirements of the ~~name~~Securities Act of 1934, the ~~Company~~registrant ~~form~~has ~~Generation~~duly ~~Next~~caused ~~Franchise~~this ~~Brands,~~report ~~Inc.~~ to ~~Generation~~be ~~Next~~signed on its behalf by the undersigned hereunto duly authorized.

For	Against	Abstain	Broker Non-Votes
	Generation Next Franchise Brands, Inc.
40,719,650	275,505	529,498	—
Date: September 5, 2019	By:	/s/ Ryan Polk
		Ryan Polk
		Chief Executive Officer

Proposal 4: To approve the adjournment of the Special Meeting, if necessary or advisable, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the Special Meeting to approve any or all of the foregoing items of business.3

For	Against	Abstain	Broker Non-Votes
39,564,906	1,484,235	475,028	—

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment as filed with the Nevada Secretary of State on August 16, 2019

SIGNATURES

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

	Generation Next Franchise Brands, Inc.
Date: August 16, 2019	By:	/s/ Nick Yates
		Nick Yates
		Chief Executive Officer

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