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 19, 2016

 

Makkanotti Group Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada

333-204857

37-1765151

(State of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

Larnakos Avenue, 73, ap. 402,

Nicosia, Cyprus 1046

(Address of principal executive offices)

 

(407) 720-5503

(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))

 

 
 
 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On August 19, 2016, Makkanotti Group Corp. (the "Company") consummated with Anna Ionnou, the Company's former director, officer and majority shareholder, an Agreement for the Sale of Assets (the "Agreement") for substantially all of the Company's assets, with a book value of $9,690, consisting of all of the Company's inventory, consisting primarily of paper bags (the "Inventory"), and the one paper food bag-forming machine, RUITAI KTPM A (the "Equipment") and all other assets associated with the Inventory and the Equipment, in exchange for forgiveness of debt of $11,032.

 

The above summary of the Agreement is qualified in its entirety by reference to such agreement, which is attached as Exhibit 10.1 and incorporated herein by reference

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

The information in Item 1.01 is incorporated into this item by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders

 

By written consent effective August 19, 2016, the Agreement was approved by a holder owning the majority of the shares. The holder owned 18,000,000 or 72% of the Company's 24,984,000 outstanding shares.

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

10.1*

 

Agreement for the Sale of Assets.

 

 
2
 

 

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.

 

 

 

Makkanotti Group Corp.

       
Date: August 25, 2016 By:

/s/ Michael Hlavsa

 

Name:

Michael Hlavsa

 
  Title:

President

 

 

 

3

 

EXHIBIT 10.1

 

AGREEMENT FOR SALE OF ASSETS

 

This AGREEMENT FOR SALE OF ASSETS (this " Agreement ") is made on August 19, 2016 between Makkanotti Group Corp., a Nevada corporation (the " Company ") and Anna Ionnou (such individual, the " Founder ").

 

WHEREAS, the Founder, as holder of the majority of the Company's outstanding common stock, entered into a Stock Purchase Agreement (the " Stock Purchase Agreement ") with Aureus Fiduciary Nevis Limited (" Purchaser ") dated June 28, 2016 (the " Effective Date "); and

 

WHEREAS, pursuant to the Stock Purchase Agreement, the Founder shall be transferred title to the assets of the Company.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

1. Sale of Assets . The Company sells to the Founder all of the Company's inventory, consisting primarily of paper bags (the " Inventory "), and the one paper food bag-forming machine, RUITAI KTPM A (the " Equipment ") and all other assets associated with the Inventory and the Equipment. Further, the Company transfers all of the cash in the Company's bank account as of the date hereof (the cash, together with the Inventory and the Equipment, the " Assets "). In exchange for the Assets, the Founder forgives any and all notes, loans and other payables due from the Company to the Founder.

 

2. Entire Agreement . This Agreement constitutes the entire agreement of the Company and Founder with respect to the sale of the Assets and supersedes all prior or contemporaneous written or oral agreements, whether express or implied, related to the sale of the Assets.

 

3. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures provided by facsimile transmission or in Adobe Portable Document Format (PDF) sent by electronic mail shall be deemed to be original signatures.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

 

 

COMPANY,

 

FOUNDER,

 

 

 

 

 

/s/ Michael Hlavsa

 

/s/ Anna Ionnou

 

Michael Hlavsa

 

Anna Ionnou

 

Makkanotti Group Corp.