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): ~~July~~August 158, 2022

HARRISON, VICKERS & WATERMAN, INC.

(Exact name of registrant as specified in its charter)

Wyoming

333-162072

26-2883037

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

240 Vaughan Drive, Suite C

Alphretta, GA 30009

(Address of principal executive offices)

(770) 235-6053

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 communication 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 40.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 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. ☐

Item 15.01. ~~Entry~~Change ~~into~~in aControl ~~Material~~of ~~Definitive Agreement~~Registrant.

Merger ~~Agreement~~Closing

On ~~July~~August 158, 2022, Harrison, Vickers & Waterman, Inc., a Wyoming corporation ("HVCW"), PEN Merger Sub, LLC, a California limited liability company ("Merger Sub"), ~~and~~ Pacific Energy Network LLC, a California limited liability company ("PEN"), ~~entered~~and ~~into~~Robert anWilliam Tetsch on behalf of the members of PEN, (the “Merger”) officially closed on the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”) which was executed July 15, 2022.

Pacific Energy Network (PEN) is a California based parent company of several subsidiary LLC's that manage solar, roofing, HVAC, security, distribution, consulting, lead generation, marketing, sales, data, software and mortgage divisions. Founded in 2018, PEN has quickly become one of the largest and most successful home services companies in the nation with a footprint across multiple states. With a focus on customer satisfaction and strategic business planning, PEN has grown into a multi-product business that has increased revenue year over year and expanded its reach into new markets across the United States.

~~Founded~~The inMerger ~~2016,~~Agreement ~~PEN~~provided ~~has~~that, ~~quickly~~upon ~~become~~the ~~one~~closing, of the ~~largest~~Merger ~~and~~Sub ~~most~~was ~~successful~~merged ~~home~~with ~~services~~and ~~companies~~into inPEN, ~~the nation~~ with aPEN ~~footprint~~continuing ~~across~~as ~~multiple states. With~~ a ~~focus~~wholly onowned ~~customer~~subsidiary ~~satisfaction~~of ~~and strategic business planning~~HVCW, ~~PEN~~but ~~has~~with ~~grown~~the ~~into~~management aof ~~multi-product~~PEN ~~business~~taking ~~that has increased revenue year~~ over ~~year~~voting ~~and~~control ~~expanded~~of ~~its reach into new markets across the United States~~HVCW.

The Merger Agreement ~~provides~~was ~~that,~~forwarded ~~upon~~to the ~~terms~~California ~~and~~Secretary ~~subject~~of toState ~~the~~for ~~conditions~~filing ~~thereof,~~and ~~Merger~~issuance ~~Sub~~of ~~will~~a beCertificate ~~merged~~of ~~with~~Merger. The ~~and~~Merger ~~into~~was ~~HVCW~~approved (by the ~~“Merger”),~~stockholders ~~with~~of ~~PEN~~HVCW ~~continuing~~and as the ~~surviving~~members ~~limited~~of ~~liability~~PEN. ~~company~~The asMerger aAgreement ~~wholly~~was ~~owned~~approved, ~~subsidiary~~authorized ofand ~~HVCW,~~agreed ~~but~~to ~~with~~by the ~~management~~boards of ~~PEN~~directors ~~taking~~of ~~over~~each ~~voting control~~ of HVCW and PEN.

~~The~~Effective ~~Merger~~on isAugust ~~subject~~8, to2022, ~~(i)~~Jeffrey ~~approval~~M. byCanouse, ~~the~~sole ~~stockholders~~Officer and Director and Majority Shareholder of HVCW, ~~and~~appointed ~~the~~Robert ~~members~~W. Tetsch as sole Officer and Director of ~~PEN~~HVCW as his successor as his last official act and ~~(ii)~~resigned ~~certain~~as ~~other~~a ~~customary~~condition ~~closing~~of ~~conditions~~the Merger.

~~HVCW~~Also, ~~and~~effective ~~PEN~~on ~~have~~August ~~made customary representations~~8, ~~warranties~~2022, ~~and~~Jeffrey ~~covenants~~M. ~~in the Merger Agreement~~Canouse, ~~including~~assigned ~~covenants to use reasonable best efforts to (i) obtain~~ all ~~necessary~~51 ~~approvals~~shares ~~and~~of ~~(ii)~~HVCW’s ~~consummate~~Series ~~and~~B ~~make~~Preferred ~~effective the transactions contemplated by the Merger Agreement as promptly as practicable. PEN has agreed to conduct its business in the ordinary course consistent with past practice~~Stock, ~~including~~giving ~~not~~Robert ~~taking~~Tetsch ~~certain~~majority ~~specified~~voting ~~actions,~~control ~~prior to the consummation~~ of ~~the Merger~~HVCW.

~~PEN~~The ~~has~~foregoing ~~also~~description ~~agreed~~of tothe ~~(i)~~Merger ~~cease~~Agreement ~~all~~does ~~existing, and~~ not purport to ~~participate~~be incomplete ~~any~~and ~~additional,~~is ~~discussions~~qualified orin ~~negotiations~~its ~~with~~entirety ~~third~~by ~~parties regarding alternative proposals for~~ the ~~acquisition~~text of ~~PEN and (ii) not to solicit, initiate or knowingly encourage any inquiry, proposal or offer relating to an alternative proposal for~~ the ~~acquisition~~Merger ofattached ~~PEN,~~hereto ~~subject~~and toincorporated ~~customary~~by ~~exceptions~~reference ~~to allow PEN’s board of directors to satisfy its fiduciary duties~~herein.

~~The~~Item ~~Merger~~5.02. ~~Agreement~~Departure ~~may~~of beCertain ~~terminated~~Officers byand ~~HVCW or PEN under certain customary circumstances~~Directors.

~~The~~Departure ~~Merger Agreement has been adopted by the boards~~ of ~~directors~~Jeffrey ofM. ~~each~~Canouse ~~of HVCW~~ and ~~PEN,~~Appointment ~~and PEN’s board~~ of ~~directors~~Robert ~~and managers has unanimously recommended that its members and stockholders adopt the Merger Agreement.~~Tetsch

~~The~~Effective ~~foregoing~~on ~~description~~August of8, ~~the~~2022, ~~Merger~~Jeffrey ~~Agreement~~M. ~~does~~Canouse, ~~not~~Sole ~~purport~~Officer toand beDirector ~~complete~~of ~~and~~HVCW isresigned ~~qualified~~from inhis ~~its~~positions, ~~entirety~~and bythe ~~reference~~Board toof ~~such~~Directors ~~agreement,~~accepted ~~which~~the isappointment ~~filed~~of Robert Tetsch, as ~~Exhibit~~the ~~1.1~~Company’s ~~hereto~~new Sole Officer and isDirector ~~incorporated~~to ~~into~~replace ~~this~~Mr. ~~report~~Canouse byon ~~reference~~that date.

2Mr. Canouse’s resignation was not due to any disagreement with the Company or its Board of Directors.

~~The~~Robert ~~Merger~~Tetsch ~~Agreement~~(35) ~~governs~~is ~~the~~a ~~contractual~~self-taught ~~rights~~business ~~between the parties in relation to the Merger~~visionary. ~~The~~He ~~Merger~~founded ~~Agreement~~Modern ~~has~~Pro ~~been~~Solutions ~~filed~~(formerly asPacific anEnergy ~~exhibit~~Network) toin ~~this~~2018 ~~Current Report on Form 8-K~~ to ~~provide~~leverage ~~investors~~his ~~with~~nearly ~~information~~20 ~~regarding~~years ~~the terms~~ of ~~the~~field ~~Merger Agreement~~ and ismanagerial ~~not~~experience ~~intended~~in toall ~~modify~~aspects ~~or supplement any factual disclosures about any~~ of ~~HVCW’s~~home ~~public reports filed with the Securities~~ and ~~Exchange~~business ~~Commission and/or posted on the OTC Markets website. In particular~~services, ~~the Merger Agreement is not intended to be~~maintenance, and ~~should~~owner ~~not~~support. beSince ~~relied~~starting ~~upon~~Modern asPro Solutions, ~~disclosures~~a ~~regarding~~full-service ~~any~~residential ~~facts~~ and ~~circumstances~~commercial ~~relating~~rooftop tosolar ~~HVCW~~energy orcompany, ~~PEN~~Mr. ~~The~~Tetsch ~~representations~~has ~~and~~led ~~warranties~~an ~~contained~~ambitious invertical ~~the~~integration. ~~Merger~~In ~~Agreement~~2021, ~~have~~Modern ~~been~~Pro ~~negotiated~~Solutions ~~with~~expanded ~~the~~its ~~principal~~footprint ~~purpose~~from ofresidential ~~establishing~~solar ~~the~~and ~~circumstances~~structured ~~under which~~ a ~~party~~parent ~~may~~company ~~have~~that ~~the~~manages ~~right~~subsidiary ~~not~~roofing, tosolar, ~~consummate~~HVAC, ~~the~~smart ~~Merger~~home, ifbusiness ~~the~~consulting, ~~representations~~distribution, and ~~warranties~~business offinancing. ~~the~~Born ~~other~~into ~~party~~an ~~contained~~Army infamily ~~the~~that ~~Merger~~helped ~~Agreement~~instill ~~prove~~the tovirtues beof ~~untrue~~hard ~~due~~work, todiscipline, ~~a change in circumstance or otherwise~~accountability, and ~~allocating risk between the parties~~leadership, ~~rather than establishing matters as facts~~Mr. ~~The~~Tetsch ~~representations~~is ~~and~~intent ~~warranties~~on ~~may~~pioneering ~~also~~the beintegrated ~~subject to a contractual standard of materiality different from those generally applicable under federal and or state securities laws.~~

home services industry. His plans include expansion of MPS’s territory and partnerships, and authorized dealer relationships, and scaling the company’s manufacturing and distribution capabilities to combat supply chain inconsistencies. Mr. Tetsch is also intent on adding a range of services such as integrating and mobilizing, building data collected from internet-of-things-connected devices, building inspections, maintenance consulting, control and monitoring software, green mortgages and bringing consumer financing in house.

Item 7.01. Regulation FD Disclosure.

On August 11, 2022, HVCW issued a press release announcing that the Company closed on the Merger with Pacific Energy Network LLC.

In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in Exhibit 99.1 hereto are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this report:

Exhibit No.	Description
1.1	Agreement and Plan of Merger dated as of July 15, 2022, among Harrison, Vickers & Waterman, Inc. (HVCW), PEN Merger Sub, Inc. and Pacific Energy Network LLC (PEN).
10.1	Agreement and Plan of Merger dated as of July 15, 2022, among Harrison, Vickers & Waterman, Inc. (HVCW), PEN Merger Sub, Inc., and Pacific Energy Network LLC (PEN).
99.1	Board of Directors Consent Dated August 8, 2022.
99.2	Press Release dated August 11, 2022.

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.

	HARRISON, VICKERS & WATERMAN, INC.
Date: August 1, 2022	By:	/s/ Jeffrey M. Canouse
Date: August 11, 2022	By:	/s/ Robert Tetsch
			Name: Jeffrey M. Canouse
			Name: Robert Tetsch
			Title: Chief Executive Officer

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