UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of ~~the~~ The Securities Exchange Act of 1934

~~Securities~~Date of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported) January 20, 2016

~~Date of report (Date of earliest event~~FERN ~~reported):~~HOLDINGS ~~July 24, 2014 (July 18, 2014)~~CORP.

~~Fern~~(Exact name ~~Holdings~~of ~~Corp.~~registrant as specified in its charter)

(Exact name of registrant as specified in charter)

DELAWARE		000-54897		30-1749642
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Delaware	000-54897	30-1749642
c/o Samir Masri CPA Firm P.C. 175 Great Neck Road, Suite 403 Great Neck, NY	11021
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of principal executive offices)	(Zip Code)

~~c/o Samir~~Registrant's ~~Masri~~telephone ~~CPA~~number, ~~Firm~~including ~~P.C.~~area code 516-466-6193

~~175 Great Neck Rd. Suite 403~~NO CHANGE

~~Great~~(Former name ~~Neck~~or former address, NY ~~11021~~if changed since last report.)

~~(Address~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~principal~~the ~~executive~~registrant under ~~offices~~any of the following provisions (see General Instruction A.2. below):

Registrant’s telephone number, including area code: 516-466-6193

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))

☐Item 5.02 ~~Pre-commencement~~Departure ~~communications~~of ~~pursuant~~Directors toor ~~Rule~~Certain ~~13e-4(c)~~Officers; ~~under~~Election ~~the~~of ~~Exchange~~Directors; ~~Act~~Appointment ~~(17~~of ~~CFR~~Certain ~~240~~Officers; Compensatory Arrangements of Certain Officers.~~13e-4(c))~~

~~Item~~Effective January ~~1.01~~20, ~~Entry~~2016 ~~into~~(the "Effective Date"), Samir Masri resigned as the Chief Executive Officer, President, Chief Financial Officer, Secretary and Sole Director of Fern Holdings Corp., a ~~Material~~Delaware ~~Definitive~~corporation ~~Agreement~~(the "Company").

OnIn ~~July~~connection ~~18, 2014, Fern Holdings Corp. (the “Company”) entered into a binding letter of intent dated July 17, 2014 (the “LOI”)~~ with ~~iQuitine~~such ~~Limited~~resignation, aSasha ~~company~~Masri ~~organized~~was inelected ~~the United Kingdom (“iQuitine”), pursuant~~ to ~~which~~ the Company's ~~agreed,~~board ~~subject to the terms~~ of adirectors ~~definitive~~and ~~agreement~~was ~~(the~~appointed ~~“Definitive Agreement”)~~ to beserve ~~negotiated between~~as the ~~parties, to acquire no less than 100% of the issued and outstanding equity interests of iQuitine, in exchange for~~ ~~approximately~~Chief ~~4,250,000~~Executive ~~shares of common stock~~Officer, ~~par value $0.0001 per share (the “Common Stock”) of the Company issuable to the equity holders of iQuitine (the “Share Exchange”). In addition~~President, ~~subject~~Chief toFinancial ~~the~~Officer ~~terms~~ and ~~conditions~~Secretary of the ~~Definitive~~ ~~Agreement, the existing sole shareholder of the~~ Company ~~agreed to cancel an aggregate of 4~~,~~250,000~~ ~~shares~~effective ~~of Common Stock,~~ as anof ~~inducement for iQuitine to consummate~~ the ~~transactions~~Effective ~~contemplated by the LOI~~Time. ~~In addition, upon the closing of~~ ~~the~~Sasha ~~Share~~Masri ~~Exchange, subject to compliance with Rule 14f-1 of the Securities Act of 1933, as amended, it~~ is ~~contemplated~~Samir that the sole executive officer and director of the Company will resign, without any payment or additional consideration and the executive officers and directors of iQuitine will serve as the executive officers and directors of the Company. At closing, all of the Company’Masri's outstanding liabilities, debts and obligations will be satisfied or otherwise paid, other than outstanding accounts payable and other debt payable to related parties up to an aggregate amount of approximately $55,000 (the “Loan Amount”)son. ~~The~~At ~~Loan~~this ~~Amount~~time ~~will be repaid upon~~ the ~~closing of a financing of at least $20 million in gross proceeds to the~~ Company ~~(the “Offering”). If the Company~~ does not ~~raise~~have atany ~~least~~compensation ~~$20,~~arrangement ~~then~~with ~~the Loan Amount will be converted into a note payable one year from the closing or termination of such Offering~~Mr. ~~The Definitive Agreement shall be subject to the approval and consent of holders of no less than 100% of the issued and outstanding equity interests of iQuitine~~Masri.

~~Item~~Sasha 3S.~~02 Unregistered~~ ~~Sales~~Masri, 35, has served as the Vice President of ~~Equity~~Masri ~~Securities~~& Masri Tax Services Inc. since October 2006. Mr. Masri has also worked as a senior accountant at Armao, Costa & Ricciardi, CPAs, P.C., a public accounting firm, during 2011. From August 2007 to May 2010, Mr. Masri worked as an in-charge accountant at Grassi & Co CPAs P.C., a public accounting firm. From August 2006 to July 2007, Mr. Masri worked as an accountant at Castellano, Korenberg & Co., a public accounting firm. Mr. Masri has also served as Chief Financial Officer and a director of Putnam Hills Corp. Trenton Acquisition Corp. and Iron Sands Corp. from May 26, 2011 - October 2012. Mr. Masri received a B.S. in Software Engineering from the University of Advancing Technology in 2003 and a B.S. in Public Accounting from Long Island University in 2006. Mr. Masri's experience and expertise in accounting and finance will be a significant asset to the Company as it seeks to carry out its business plan.

~~The information included at Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.~~2

The proposed issuance and sale of these securities will not be registered under the Securities Act. The securities will be issued in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. In determining that the issuance of the securities qualified for an exemption under Section 4(a)(2) of the Securities Act, the Company will rely on the following facts: the securities are to be issued to recipients that each represent that it is an “accredited investor” as defined in Rule 501 promulgated under the Securities Act, it is acquiring the securities for investment purposes and without a view toward disposition thereof, and it has sufficient investment experience to evaluate the risks of the investment; the Company used no advertising or general solicitation in connection with the proposed issuance and sale of the securities; and the securities will be issued as restricted securities.SIGNATURES

2Pursuant 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.

SIGNATURES

Date January 21, 2016	Fern Holdings Corp.
	(Registrant)

	/s/ Sasha S. Masri,
	Chief Executive Officer & Director
	(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.~~3

	Fern Holdings Corp.
Date: July 24, 2014	By:	/s/ Samir Masri
		Samir Masri
		President, Chief Financial Officer Principal Executive Officer Principal Financial Officer

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