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): March 2, 2015


Tomichi Creek Outfitters

(Exact name of registrant as specified in its charter)


Nevada

333-190727

46-3052781

(State of other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)


68798 Highway 50, Sargents, Colorado 81248

(Address of principal executive office)


(719) 429-4042

(Registrant's telephone number, including area code)


_____________

(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):


[  ] 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))






Item 1.01  Entry into a Material Definitive Agreement.


On March 2, 2015, the registrant entered into a Business Acquisition Agreement under which the registrant acquired the business and assets of Grasshopper Staffing in exchange for $82,500 represented by 250,000 shares of common stock.    The assets purchased include the logo and website, office supplies and office furniture.


Grasshopper Staffing was founded in 2015 by Wick, Melanie Osterman, Barbara Ianne, and Cheryl Zanotelli, as a solution to the staffing needs presented in the blossoming cannabis industry in Colorado. Grasshopper Staffing is an agency that serves the Colorado's cannabis employment needs by providing employee recruiting, training, securing proper credentials and ensuring compliance with the ever-changing local and state laws. Grasshopper Staffing specializes in providing budtenders, trimmers, janitorial, security, payroll, armored transport, edible production, infusion specialists, grow consultants, irrigation, retail sales, IT solutions, web design, and event services.


Grasshopper Staffing has been recognized for the outstanding national interest received on opening day. "I just think it's so amazing to be influencing the industry in a positive way. Our mission is to represent the cannabis community with integrity and professionalism. We strive to put a professional and legitimate mark on a highly stigmatized and controversial industry," said Wick.


Item 9.01  Financial Statements and Exhibits


Exhibits


No.

Exhibits

10.1

Business Acquisition Agreement

























2



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.



 

TOMICHI CREEK OUTFITTERS

 

 

 

 

Date: March 4, 2015

 

 

By: /s/ Amber Wick

 

Amber Wick

 

Chief Executive Officer





































3


Exhibits


No.

Exhibits

10.1

Business Acquisition Agreement











































4



BUSINESS ACQUISITION AGREEMENT


This agreement (“Agreement") is made this 2nd day of March, 2015 , by and between Grasshopper Staffing , hereinafter known as “Seller,” and Tomichi Creek Outfitters Inc. , hereinafter known as “Buyer,” for the purchase of Grasshopper Staffing , hereinafter known as the “Business,” and all related assets.


Buyer and Seller both agree to the following provisions as conditions for the sale of the Business:



1. Purchase Description - Assets and Liabilities


Buyer is purchasing the following assets from Seller:


$82,500 Assets

assets:

 

logo & website

 

office supplies

 

office furniture



DEBT

AMOUNT

Mortgage/Lease

$860

Advertising Contract

$0

Equipment Rental Contract

$0



2. Purchase Price


Owing to the total value of the assets and liabilities listed in Section 1, as well as 250,000 shares of TCKF , the total purchase price of the Business is $82,500.00 .



3. Competition


Seller agrees that for a period of 5 years, Grasshopper and it's employees will not engage in any activities related, directly or indirectly, to the Business, and will not attempt to solicit business or services from any customers, clients, etc. who originally were such during the Seller’s ownership of the Business. This non-compete clause applies to USA .







4. Indemnity


If either party is found to be in breach of this Agreement, the offending party will indemnify the offended party for any legal fees accrued as a result of the breach. Lost profits incurred as a result of any such breach will be repaid by the offending party.



5. Severability


Should any provision in this Agreement be deemed in some way invalid, the remaining provisions shall remain intact and enforceable by law.



6. Jurisdiction


This Agreement shall be governed by the laws and regulations of the state of Colorado .



Both parties agree to the provisions listed above, as well as any applicable schedules or attachments included with this Agreement.



Signed this 2nd of March, 2015 .




Grasshopper Staffing

 

Tomichi Creek Outfitters

  

 

  

Seller Printed Name

 

Buyer Printed Name

Amber K. Wick

 

Jeremy Gindro

 

 

 

/s/ Amber Wick

 

/s/ Jeremy Gindro

Seller Signature

 

Buyer Signature

Amber K. Wick

 

Jeremy Gindro