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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date of
Report (Date of earliest event reported) December 29, 2009
FORGEHOUSE,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-51465
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20-1904354
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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4625
Alexander Dr., Suite 150
Alpharetta,
GA 30005
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(Address
of principal executive offices) (Zip
Code)
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Registrant’s
telephone number, including area code: (404) 495-3910
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(Former
name or former address, if changed since last
report)
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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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ] 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))
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Section
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On
December 29, 2009, we entered into an Asset Purchase Agreement with Enforce
Global, LLC, pursuant to which we sold all of the assets related to our
OneVision®
business. The consideration for the transaction was the return of
approximately 10.74 million shares of our common stock to our treasury for
cancellation and the assumption by Enforce of those liabilities of ours that
relate to our OneVision®
business, but which were not liabilities of our wholly-owned subsidiary,
ForgeHouse, LLC, a Georgia limited liability company. In connection
with such assumptions of liabilities, our creditors executed and delivered
agreements discharging us of any further responsibilities
therefor. The aggregate of such assigned liabilities was
approximately $1,749,000. Enforce is a Georgia limited liability
company, controlled by John Britchford-Steel and Jose Alonso, who were the
beneficial owners of more than 80% of the returned shares and, through December
31, 2009, served as certain of our directors and executive
officers.
On
December 31, 2009, we entered into a Membership Interest Purchase Agreement with
John Britchford-Steel, pursuant to which we sold all of our membership interests
in ForgeHouse, LLC. As of the date of the sale, our subsidiary did
not have any remaining assets. The consideration for the transaction
was the return of 2,500 shares of our common stock to our treasury for
cancellation and the assumption by John Britchford-Steel of all of our
subsidiary’s liabilities. The aggregate of our subsidiary’s
liabilities was approximately $258,000. John Britchford-Steel was the
beneficial owner of the returned shares and, through December 31, 2009, served
as one of our directors and executive officers.
As of the
closing of these two transactions, any outstanding options for the purchase of
shares of our common stock were also consensually terminated by the holders
thereof.
Section
2 - Financial Information
Item
2.01 Completion of Acquisition or Disposition of Assets.
See Item
1.01, above.
Section
5 - Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
December 29, 2009, in connection with the transactions referenced above, John
Britchford-Steel and Jose Alonso resigned as directors and executive officers
and Jorge Vargas resigned as an executive officer. None of such
individuals stated that there were any disagreements with us in connection with
their respective resignations, but that the resignations were appropriate based
on the closing of such transactions.
Philip
Mann remains a director and, as of December 29, 2009, our board appointed him as
our Assistant Secretary.
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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.
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Date: January
5, 2010
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FORGEHOUSE,
INC.
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By:
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/s/ Philip
Mann
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Philip
Mann
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Assistant
Secretary
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