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): September 22, 2015 (September 17, 2015)

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 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On October 26, 2012, HPIL Holding (“HPIL”) entered into a Quota Purchase Agreement (“Purchase Agreement”) with Daniel Haesler (“Haesler”), pursuant to which HPIL acquired from Haesler thirty-two (32) quotas of Haesler Real Estate Management (“HREM”), a real estate management company, representing 32% of the outstanding ownership in HREM, in exchange for three hundred fifty thousand (350,000) shares of common stock of HPIL.

On September 17, 2015, HPIL and Haesler entered into an Amendment Agreement (“Amendment Agreement”), pursuant to which HPIL agreed to return to Haesler sixteen (16) quotas of HREM, representing sixteen percent (16%) of the outstanding ownership in HREM.  In exchange for the sixteen (16) quotas of HREM, Haesler agreed to return to HPIL one hundred seventy-five thousand (175,000) shares of common stock of HPIL.  The parties intend to close the Amendment Agreement on or before September 30, 2015, by which time the quotas will be returned to Haesler and the common stock of HPIL will be returned to the treasury of HPIL.  As a result of the closing of the Amendment Agreement, HPIL’s ownership in HREM will be reduced from thirty-two percent (32%) of the outstanding ownership of HREM to sixteen percent (16%) of the outstanding ownership of HREM.

The preceding descriptions of the Purchase Agreement and the Amendment Agreement are incomplete and qualified in their entirety by reference to the complete text of the Purchase Agreement and the Amendment Agreement, respectively.  The Purchase Agreement was attached as an Exhibit to the Current Report of HPIL filed November 1, 2012.  The Amendment Agreement is attached as an Exhibit to this Current Report of HPIL.

ITEM 2.01     COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

The disclosure required by this item is included in Item 1.01 hereof and is incorporated herein by reference.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits:

Exhibit           Description 

10.1                 Amendment Agreement by and between HPIL Holding and Daniel Haesler dated September 17, 2015.

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.