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 8, 2012 (August 6, 2012)  

HPIL HOLDING

(Exact name of registrant as specified in its charter)  

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 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 3.02     UNREGISTERED SALES OF EQUITY SECURITIES

            On August 6, 2012, HPIL Holding (“HPIL”)  issued- 1,000,000 shares of treasury common stock (the “Common Stock”) at a price of $0.25 per share for a total purchase price of $250,000.  The Common Stock was sold pursuant to the exemption from registration provided by Regulation 4(2) of the Securities Act.  The sale of Common Stock was made pursuant to a Stock Purchase Agreement made by and between HPIL and an investor, dated July 30, 2012.          

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.