UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 0R 15 (D) OF THE

SECURITIES EXCHANGE ACT OF 1934

~~April~~June 166, 2019

Date of Report (Date of earliest event reported)

POWERCOMM HOLDINGS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-55391

47-3152668

(State or Other Jurisdiction

of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

3429 Ramsgate Terrace

Alexandria, Virginia 22309

(Address of principal executive offices)

571-259-8773

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 (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))

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

~~This~~Emerging ~~report~~growth contains forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performances, or achievements expressed or implied by the forward-looking statements. In some cases, forward-looking statements are identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would,” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect the Company’s current views respecting future events and are based on assumptions and subject to risks and uncertainties.company ☒

~~Also,~~If ~~forward-looking~~an ~~statements~~emerging ~~represent the~~growth ~~Company’s~~company, ~~estimates~~indicate by ~~and~~check ~~assumptions~~mark ~~only~~if ~~as of~~ the ~~date~~registrant ofhas ~~this~~elected ~~report.~~not ~~You~~to ~~should~~use ~~read this report and~~ the ~~documents that~~extended ~~the~~transition ~~Company~~period ~~references~~for ~~and~~complying ~~files as exhibits to this report in their entirety and~~ with ~~the understanding that actual future results may be materially different from what the Company expects. Except as required by law, the Company assumes no obligation to update~~ any ~~forward-looking~~new ~~statements publicly,~~ or torevised ~~update the reasons actual results could differ materially from those anticipated~~financial inaccounting ~~any~~standards ~~forward-looking~~provided ~~statements,~~pursuant ~~even~~to ifSection ~~new~~13(a) ~~information~~of ~~becomes available or other events occur in~~ the ~~future~~Exchange Act. ☐

~~ITEM~~Securities ~~1.01~~registered pursuant ~~Entry~~to ~~into~~Section a12(b) ~~Material~~of ~~Definitive~~the ~~Agreement~~Act:

~~Restricted~~Title ~~Stock~~of ~~Purchase~~Each ~~Agreement; Sale~~Class Trading Symbol(s) Name of ~~PowerComm~~Each ~~Construction,~~Exchange ~~Inc.~~on Which Registered

OnITEM ~~April 16, 2019, PowerComm Holdings, Inc~~8.01 ~~(the~~- ~~“Company”)~~Other entered into a Restricted Stock Purchase Agreement (the “Agreement”) with David Kwasnik (“Purchaser”) pursuant to which the Purchaser acquired 10,000 shares of the common stock of PowerComm Construction, Inc., a wholly owned subsidiary of the Company (“PCC”), at a purchase price of $0.0001 per share. The 10,000 shares of the common stock of PCC acquired by the Purchaser represents 100% of the issued and outstanding capital stock of PCC. Pursuant to the terms and conditions of the Agreement, Purchaser acquired all of the assets, properties and business of PCC. The Agreement was approved by the Board of Directors of the Company and by shareholders holding a majority of the voting stock of the Company. As a result of the Agreement, the business of the Company has been reorganized such that it will become a services provider to PCC and other firms operating in the construction and infrastructure industry.Events

~~David~~Stock ~~Kwasnik,~~Cancellation ~~the Purchaser~~Agreement ~~of the common stock shares of PCC, is also the sole officer~~ and ~~director of the Company.~~Release

Effective as of May 30, 2019, a shareholder of the PowerComm Holdings, Inc. (the "Company") holding an aggregate of 250,000 shares of common stock of the Company contributed such shares back to the Company, at no cost to the Company, as follows:

James McKillop

250,000 shares

In accordance with the Stock Cancellation Agreement and Release, Mr. McKillop and the Company have agreed to a mutual lifetime release from all claims, demands and causes of action.

As a result, Mr. McKillop is no longer a shareholder of the Company as of the date of this Report.

Stock Repurchase Agreement

James Cassidy

250,000 shares

In accordance with the Stock Repurchase Agreement, Mr. Cassidy and the Company have agreed to a mutual lifetime release from all claims, demands and causes of action.

As a result, Mr. Cassidy is no longer a shareholder of the Company as of the date of this Report.

ITEM 9.01 Financial Statements and Exhibits

Exhibits

Certain exhibits listed below are incorporated by reference as so marked with the date and filing with which such exhibits were filed with the Securities and Exchange Commission).

10.1* Restricted Stock Agreement between PowerComm Holdings, Inc. and David Kwasnik

10.1*		Stock Cancellation Agreement and Release between PowerComm Holdings, Inc. and James McKillop

10.2*		Stock Repurchase Agreement and Release between PowerComm Holdings, Inc. and James Cassidy

Filed herewith

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 thereunto duly authorized.

Date: ~~April~~June 166, 2019

	POWERCOMM HOLDINGS, INC.

	By:	/s/ David Kwasnik
		David Kwasnik
		President

Filing Compare · PowerComm Holdings Inc.