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): ~~May~~August 206, 2020

Acacia Diversified Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Texas	1-14088	75-2095676
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

~~13575~~704 ~~58th~~Forest ~~Street~~Glen ~~North~~Road, -Silver ~~#138 Clearwater~~Spring, FLMD ~~33760~~20901

(Address of Principal Executive Offices)

(~~727~~301) ~~678~~992-~~4420~~2177

(Registrant’s Telephone Number, Including Area Code)

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	ACCA	OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

~~Section~~Forward-Looking ~~1 – Registrant’s Business and Operations~~Statements

~~Item~~Statements 1in this Current Report on Form 8-K may be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.01 ~~Entry~~Words ~~into~~such aas ~~Material~~"anticipate", ~~Definitive~~"believe", ~~Agreement~~"estimate", "expect", "intend" and similar expressions, as they relate to the company or its management, identify forward-looking statements. These statements are based on current expectations, estimates and projections about the company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors. Any forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report.

OnSection ~~March~~5 ~~31,~~– ~~2020,~~Corporate ~~the~~Governance Company issued in escrow, 1,475,000 shares of the Company’s Series B Convertible Preferred Stock (the “Preferred Stock”) to ORCIM Financial Holdings, LLC (“OFH”) pursuant to its execution of an Acquisition Agreement and Plan of Share Exchange and Addendum (the “Acquisition Agreement”). Each share of the Preferred Stock has fifty (50) votes per share and may be converted into fifty (50) $0.001 par value common shares. As of March 31, 2020, the Company had 43,290,331 shares of its common stock issued and outstanding. There were no other shares of any capital stock outstanding except for the common stock and Preferred Stock. As the result of the issuance of the Preferred Stock and, upon satisfaction of the terms of the Acquisition Agreement, OFH would have voting control over the Company with 73,750,000 votes on all matters submitted to stockholders for a vote. On May 20, 2020, the conditions of the Acquisition Agreement were satisfied with the resignation of the former board of directors of the Company and the change of control became effective.Management

~~OFH~~Item ~~is a limited liability company domiciled in Maryland~~5.02 ~~OFH~~Appointment ~~is controlled by Mr. Jeffery D. Bearden, who owns 100%~~ of ~~the~~Officers ~~membership~~and interests of OFH. The Preferred Stock was acquired by OFH in exchange for its agreement to assume the debt of the Company in the approximate amount of $450,000. The funds to satisfy the outstanding debt of the Company were acquired by OFH through a loan from an entity known as Geneva Capital.Directors

~~Section~~On 5August ~~– Corporate~~6, ~~Governance~~2020, we appointed Timothy L Matthews, Jr., age 47, to our Board of Directors and ~~Management~~further appointed him as President of the Company. From December 2019 through the present, Mr. Matthews has held the position of president with an entity known as Quicanna, located in Huntersville, North Carolina. From September 2008 through the present, Mr. Matthews also has been employed as president of Zoom Marketing Partners, located in Cornelius, North Carolina. In these positions, Mr. Matthews has engaged in the following conduct in the performance of his work duties:

~~Item~~Marketing ~~5.01~~and ~~Changes~~Consumer ~~in Control of Registrant~~Research

On● ~~March~~Directed ~~31,~~marketing ~~2020~~strategy, ~~the~~tactics ~~Company~~and ~~issued in escrow, 1,475,000 shares of the Company’s Series B Convertible Preferred Stock (the “Preferred Stock”) to ORCIM Financial Holdings, LLC (“OFH”) pursuant to its~~ execution ofincluding anregulated ~~Acquisition Agreement~~ and ~~Plan~~unregulated ofproduct Share Exchange and Addendum (the “Acquisition Agreement”). Each share of the Preferred Stock has fifty (50) votes per share and may be converted into fifty (50) $0.001 par value common shares. As of March 31, 2020, the Company had 43,290,331 shares of its common stock issued and outstanding. There were no other shares of any capital stock outstanding except for the common stock and Preferred Stock. As the result of the issuance of the Preferred Stock and, upon satisfaction of the terms of the Acquisition Agreement, OFH would have voting control over the Company with 73,750,000 votes on all matters submitted to stockholders for a vote. On May 20, 2020, the conditions of the Acquisition Agreement were satisfied with the resignation of the former board of directors of the Company and the change of control became effective.management

~~OFH~~● isIdentified, adeveloped, ~~limited~~evaluated ~~liability~~marketing ~~company~~initiatives, ~~domiciled~~strategies inand ~~Maryland.~~programs ~~OFH~~through isconsumer ~~controlled~~research, bycompetitive/trends ~~Mr. Jeffery D. Bearden~~analysis, ~~who~~creation ~~owns 100%~~ of ~~the~~internal ~~membership~~metrics ~~interests~~and ofmanagement ~~OFH.~~reporting ~~The Preferred Stock was acquired by OFH in exchange~~ for ~~its~~multiple ~~agreement~~clients toincluding assume the debt of the Company in the approximate amount of $450,000. The funds to satisfy the outstanding debt of the Company were acquired by OFH through a loan from an entity known as Geneva Capital.QSRs

~~Section~~● 9Led –5000 ~~Financial~~person ~~Statements~~staff in the on-site creation, training and ~~Exhibits~~implementation of one of the nation’s largest tobacco promotion

~~Item~~● ~~9.01~~Worked ~~Financial~~with ~~Statements~~Brand ~~and~~Group ~~Exhibits~~to develop marketing programs/tactics/research plan

~~(d)~~● ~~Exhibits.~~Focus Group facilitation/Ethnography/IDI’s

Exhibit No.		Description
10.1		Acquisition Agreement and Plan of Share Exchange and Addendum

●	Online/Telephone Survey development and deployment

~~Cautionary~~● ~~Note~~Developed ~~Regarding~~10 ~~Forward-Looking~~year ~~Statements~~ Roadmap with Client Brand Team

~~This~~● ~~Current~~Designed ~~Report~~VIP onProgram/loyalty ~~Form~~card 8-K contains statements as to the Company’s beliefs and expectations of the outcome of future events that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Examples of these statements include, but are not limited to, statements regarding the anticipated impact of the COVID-19 outbreak on travel and physical locations, the anticipated impact of such outbreak on our results of operations, and possible effect of the postponement and cancellation of trade shows and events on our overall revenues. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These risks and uncertainties include, but are not limited to, the effects of the COVID-19 outbreak, including levels of consumer, business and economic confidence generally. The duration of the COVID-19 outbreak and severity of such outbreak, the pace of recovery following the COVID-19 outbreak, the effect on our supply chain, our ability to implement cost containment and business recovery strategies; and the adverse effects of the COVID-19 outbreak on our business or the market price of our common stock and the risk factors described in our Annual Report on Form 10-K for ~~the~~Brand year ended December 31, 2018 and our subsequent filings with the U.S. Securities and Exchange Commission, including subsequent quarterly reports on Forms 10-Q and current reports on Form 8-K are uncertain. Except as required by law, the Company does not undertake any obligation to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.Team

~~SIGNATURES~~● Functioned as the liaison between clients, creative and execution agencies, on all logistics of all Client Event Programs

~~Pursuant~~● toDeveloped ~~the~~program ~~requirements~~execution ofplan ~~the~~with ~~Securities~~Event ~~Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Agency

	ACACIA DIVERSIFIED HOLDINGS, INC.
Date: June 10, 2020	By:	/s/ Larnell C. Simpson, Jr.
		Larnell C. Simpson, Jr.,
		Vice President

●	Managed third party execution team and suppliers

Aided in the development of all event related training material

●	Managed product, inventory levels, and field assets

●	Presented program results to upper brand management and other client stakeholders

Budgeting and Financial Management

●	Administered annual budget of $50MM

●	Developed and managed annual budget in Excel spreadsheet

●	Submitted quarterly financial status statements

●	Budget development and management across all operational units

Program Administration and Training

●	Developed and created strategies and policies aligned with goals set forth by client CSuite

●	Business and Strategic Roadmap Development

●	Created 5 yr. Operating Plans for Fortune 100 Companies

●	Developed qualitative and quantitative metrics to measure clients Programs success

●	Provided mentoring and guidance to subordinates and other employees

●	Collaborated with companies throughout the country to develop and implement successful marketing programs

●	Provided direction and structure to all operating units

●	Set up a special in-house database tracking system to measure success of programs

●	Created and maintained a database of lead generations, prospects and clients

●	Developed marketing plans: set goals; targeted special problems requiring attention; set up schedule of appointments.

We believe that Mr. Matthews’ extensive business experience with the items described above make him an excellent candidate to be a member of our Board of Directors and to also serve as our President.

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.

	Acacia Diversified Holdings, Inc.

Date: August 6, 2020	/s/ Jeffery D. Bearden
	Jeffery D. Bearden, Chief Executive Officer

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