Current Report Filing (8-k)
August 30 2018 - 10:07AM
Edgar (US Regulatory)
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): August 30, 2018 (August 30, 2018)
HPIL
HOLDING
(Exact
name of registrant as specified in its charter)
Nevada
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333-121787
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30-0868937
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(State or other
jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification
No.)
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2014
N Saginaw Rd., Ste 117
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Midland, MI
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48640
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(Address of principal
executive offices)
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(Zip Code)
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(248) 750-1015
(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:
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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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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
☐
Forward-Looking
Statements
This
Current Report on Form 8-K may contain so-called “forward-looking statements,” all of which are subject to risks and
uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,”
“will,” “forecasts,” “projects,” “intends,” “estimates,” and other
words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts.
These statements are likely to address our growth strategy, company plans, forecasted financial results and product and
development programs. One must carefully consider any such statement and should understand that many factors could cause
actual results to differ from our forward looking statements. These factors may include inaccurate assumptions and a broad
variety of other risks and uncertainties, including some that are known and some that are not. No forward looking statement
can be guaranteed and actual future results may vary materially. We do not assume any obligation to update any forward-looking
statement. As a result, investors should not place undue reliance on these forward-looking statements.
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
.
On
August 22, 2018 HPIL HOLDING signed an Asset Purchase Agreement with Ray Wong and My Boca Holdings Inc. to acquire all of the
assets and business, including the Proximity Marketing Technology/Software, of MyFlyWiFi , referred to herein as “MFWF”
Subject
to the performance by Seller of all of its obligations under the Agreement, at Closing, HPIL HOLDING will delivery to the Seller
Three Hundred and Fifty Million (350,000,000) restricted shares, $0.0001 par value, of its Common Stock.
The
Agreement is attached hereto as Exhibit 99.1.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunto duly authorized.
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HPIL Holding
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(Registrant)
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Date:
August 30, 2018.
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By:
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/s/
Nitin Amersey
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Nitin
Amersey
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Chief
Executive Officer
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