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) March 19 30, 2018

ZIVARO Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-55785

82-0776144

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

330 Clematis Street, Suite 217 West Palm Beach, FL		33401
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 341-2684

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K 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))

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 [X]

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 pursuant to Section 13(a) of the Exchange Act. [ ]

Item 51.0301. ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year~~Agreement.

On ~~March~~October 1923, ~~2018~~2017, ZIVARO Holdings, Inc., ~~(the~~which ~~“Company”)~~was ~~filed~~formerly annamed ~~Amended~~AG ~~and~~Acquisition ~~Restated~~Group, ~~Certificate~~Inc. of(the ~~Designations~~“Company”), ofentered ~~Preferences~~into ~~and~~a ~~Rights~~Merger ofAgreement ~~Series~~(the A“Merger ~~Convertible~~Agreement”) ~~Preferred~~with ~~Stock~~AG-GT ofMerger ~~ZIVARO Holdings~~Sub, Inc., ~~(the~~a ~~“Amended~~wholly ~~and~~owned ~~Restated~~subsidiary ~~Certificate~~ of ~~Designations”) with~~ the ~~Secretary~~Company (“Merger ofSub”), ~~State~~Global ofTechnology ~~the~~Resources, ~~State~~Inc. ~~of Delaware~~(“GTRI”), ~~which~~Gregory ~~amended~~Byles, ~~the~~as ~~terms~~representative ~~and conditions~~ of the ~~Series~~shareholders Aof ~~Convertible~~GTRI ~~Preferred~~(each, ~~Stock~~a of“GTRI ~~the~~Shareholder” ~~Company~~and (collectively, the “~~Series~~GTRI ~~A Stock~~Shareholders”) asand ~~set~~the ~~forth~~GTRI inShareholders, pursuant to which the ~~Certificate~~parties ofagreed ~~Designations of~~that ~~Preferences~~Merger ~~and~~Sub ~~Rights~~will ofmerge ~~Series~~with Aand ~~Convertible~~into ~~Preferred~~GTRI, ~~Stock~~with ofGTRI AGbeing ~~Acquisition~~the ~~Group,~~surviving ~~Inc.~~entity (the “Merger”). ~~prior~~On ~~name~~December of30, ~~the~~2017, ~~Company)~~January 26, ~~which~~ ~~was~~2018, ~~filed~~February ~~with~~23, ~~the~~2018 ~~Secretary~~and ofMarch ~~State~~8, of2018, the ~~State~~parties ofamended ~~Delaware~~the onMerger Agreement ~~October 18~~to, ~~2017,~~among asother ~~disclosed~~things, onextend the ~~Form~~termination ~~8-K~~date ~~filed~~under by the ~~Company~~Merger ~~on October 24, 2017~~Agreement.

~~The~~On ~~Amended~~March 30, 2018, the Company, Merger Sub, GTRI and ~~Restated~~Gregory ~~Certificate~~Byles, as representative of ~~Designations~~the GTRI Shareholders entered into Amendment No. 5 to Merger Agreement (the “Fifth Amendment”), pursuant to which the parties extended the termination date under the Merger Agreement, as amended, from March 31, 2018 to April 9, 2018. The purpose of the ~~rights~~extension is to provide the parties with additional time to complete the Merger and ~~preferences~~the ofother transactions as set forth in the ~~Series~~Merger AAgreement. ~~Stock~~No other changes were made to the Merger Agreement, as ~~follows:~~amended, in the Fifth Amendment.

~~Instead~~The offoregoing ~~the~~description ~~1% monthly dividend (compounded annually) on the Series A Preferred Stock accruing and being payable on the 6 month anniversary~~ of ~~issuance (which~~ the ~~Company~~Fifth ~~could~~Amendment ~~elect~~is toqualified ~~extend~~in toits 12entirety ~~months),~~by ~~the~~reference ~~dividend now accrues and is added~~ to the ~~$5.50~~Fifth ~~original “Stated Value” of the Series A Preferred Stock. Thereafter~~Amendment, ~~this~~which ~~additional “Stated Value”~~ is ~~converted~~filed ~~into~~as ~~common~~Exhibit ~~stock of the Company when the Series A Stock is so converted~~2.1 Ashereto aand ~~result,~~incorporated ~~the~~herein conversion ratio of the Series A Preferred Stock has been changed from one share of common stock of the Company per share of Series A Preferred Stock to a number of shares of Common Stock equal to the Stated Value of the Preferred Stock divided by $5reference.~~50.~~

~~The~~Item ~~timing~~5.02. ~~for~~Departure ~~the automatic conversion~~ of ~~the~~Directors ~~Series~~or APrincipal ~~Preferred~~Officers; ~~Stock~~Election ~~has been changed from the Series A Preferred Stock being automatically converted on the effectiveness~~ of aDirectors; ~~re-sale~~Appointment ~~registration statement under the Securities Act~~ of ~~1933,~~Principal as amended, for registration of shares of common stock into which the Series A were convertible, to now being automatic conversion on the earlier to occur of (i) the common stock being listed for trading on the NASDAQ stock market and (ii) a minimum of $100,000 of daily dollar trading volume for the common stock on the over-the-counter markets for a consecutive 5 trading day periodOfficers.

~~The~~On ~~information~~March ~~set~~30, ~~forth~~2018, ~~above~~Howard isGostfrand, ~~qualified~~who inhas ~~its~~served ~~entirety~~as bythe ~~reference~~Chief toExecutive ~~the~~Officer ~~actual~~and ~~terms~~director of the ~~Amended~~Company ~~and~~since ~~Restated~~February ~~Certificate~~23, of2017, ~~Designations~~resigned offrom ~~Preferences~~his ~~and~~position ~~Rights~~as ofChief ~~Series~~Executive AOfficer ~~Convertible Preferred Stock~~ of ~~ZIVARO~~the ~~Holdings,~~Company. ~~Inc~~Mr., ~~attached~~Gostfrand ~~hereto~~remains as ~~Exhibit~~ ~~3.1~~a ~~and~~director ~~which~~of isthe ~~incorporated herein by reference~~Company.

Immediately following Mr. Gostfrand’s resignation, on March 30, 2018 the Board of Directors of the Company (the “Board”) named John Vasquez as the Chief Executive Officer of the Company, to serve in such position until his earlier death, resignation or removal from office. Mr. Vasquez is not currently party to an employment agreement with the Company and his compensation to serve as the Chief Executive Officer has not yet been determined. Mr. Vasquez has not previously held any positions with the Company.

Mr. Vasquez, age 48, has over 20 years of experience driving and building shareholder value. He has acted as a “White Knight” providing capital and leadership to national banks. With extensive experience in banking and capital markets, he has served on several boards of directors and worked with public and private companies investing with his family fund and private equity funds he founded for investment in platform companies, with several noteworthy exits to institutions. Mr. Vasquez has served as the Chief Executive Officer of Newport Capital Bancorp from 1996 to the present. Previously, Mr. Vasquez served as a Vice President of AXA Financial from 1992 to 1996. Mr. Vasquez is the founder of Newport Capital Bancorp and G.P. of its investment vehicle, National Community Development Fund, which is a private equity fund. None of these entities is a parent, subsidiary or other affiliate of the Company.

Item 8.01. Other Events

On March 22, 2018, the Company entered into a Membership Interest Purchase Agreement, as amended on March 30, 2018 (the “Purchase Agreement”) with National Community Development Fund I, LLC (“NCDF”), Clark Network Systems, Inc. (“CNS”), and Addware, Inc. (“Addware” and together with CNS, the “Sellers”). Mr. Vasquez currently controls NCDF and owns a majority of the equity interests of NCDF.

Pursuant to the terms of the Purchase Agreement, the Sellers agreed to sell to NCDF, and NCDF agreed to buy, all of the equity interests (the “Interests”) of Network Professionals Group, LLC (“NPG”) (the “Purchase”). CNS owned 80% of NPG and Addware owned 20% of NPG.

The Purchase closed on March 22, 2018. Pursuant to the terms of the Purchase Agreement, the purchase price for the Interests was $500,000 (the “Purchase Price”) which was to be paid to CNS and Addware pro rata based on their respective ownership of NPG. $100,000 of the Purchase Price was to be paid in cash at closing, with the balance to be paid upon the closing of the Merger, and which was represented by two promissory notes, one issued to CNS in the amount of $320,000 and one to Addware in the amount of $80,000. Due to a mistake in wire transfers at the actual closing, $97,000 was actually paid in cash at closing to CNS and none to Addware, but the parties to the Purchase Agreement have since amended the principal amounts of the promissory notes to provide for the originally intended payments, as between CNS and Addware.

The Purchase Agreement contemplates that, upon the closing of the Merger, NCDF may assign the Interests to the Company, and in return the Company will pay to NCDF the cash that NCDF paid to the Sellers at the closing of the Purchase and would also repay the amounts due and payable under the two promissory notes (and, if determined to be required, the promissory notes may be assigned to the Company prior to such payment).

The maturity date for each of the Notes is the earlier of (i) April 15, 2018, or (ii) the first business day following the closing of the Merger. In the event that the Merger does not close, it is not expected that the Interests would be assigned to the Company.

In connection with the Purchase, Brian Clark, the owner of CNS, entered into an employment agreement with GRTI, which may also be assigned to the Company following the closing of the Merger. The Purchase Price for NPG was determined in part based on the added value that Brian Clark is expected to bring to the operations of GTRI and the Company, assuming the Merger closes. Pursuant to the terms of the Purchase Agreement, in the event that Mr. Clark does not generate new business on behalf of GTRI during the term of his employment from new clients who are not clients of the Company as of the closing date, then, upon the termination of Mr. Clark’s employment for any reason, CNS agrees to return to NCDF (or to the Company if NCDF sells and assigns the Interests to the Company), an amount equal to 3% of the difference between (i) $4,582,875, and (ii) the gross amounts actually received by GTRI from new clients during the term of Mr. Clark’s employment. Any return of a portion of the Purchase Price as set forth above will be deemed an adjustment of the Purchase Price originally paid to CNS under the Purchase Agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amended and Restated Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock of ZIVARO Holdings, Inc.
2.1		Amendment No. 5 to Merger Agreement, dated as of March 30, 2018, by and between ZIVARO Holdings, Inc., AG-GT Merger Sub, Inc., Global Technology Resources, Inc. and Gregory Byles, as representative of the shareholders of Global Technology Resources, Inc.

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.

	ZIVARO Holdings, Inc.
Date: March 20, 2018	By:	/s/ Laura Anthony
Date: April 5, 2018	By:	/s/ Laura Anthony
	Name:	Laura Anthony
	Title:	Chief Financial Officer

Filing Compare · AG Acquisition Group, Inc.