UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 2

(mark one)

[ x ]Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2015

or

[  ]Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______________ to _______________

Commission file number: 333-123941

HPIL HOLDING

(Exact name of registrant as specified in its charter)

3738 Coach Cove, Sanford, MI 48657   

(Address of Principal Executive Offices)(Zip Code)

(248) 750-1015

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

(Title of Class)

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes    ¨          No     x 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes    ¨          No     x 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes    x          No     ¨ 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes    x          No     ¨ 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)

Yes    ¨          No     x 

The aggregate market value of the registrant's voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2015, the last day of the registrant’s most recently completed second fiscal quarter during the fiscal year represented by this Annual Report, was $40,897,950.  This value was computed by reference to the price at which the registrant’s common stock was last sold as of June 30, 2015, and excludes the market value of the registrant’s voting and non-voting common stock beneficially owned by the directors and executive officers of the registrant and known holders of 10% or more of the common stock of the registrant.  These determinations and the underlying assumptions should not be deemed to constitute an admission that all directors and executive officers of the registrant and known holders of 10% or more of the common stock of the registrant are, in fact, affiliates of the registrant, or that there are no other persons who may be deemed to be affiliates of our company.  Further information concerning shareholdings of our directors and executive officers and beneficial owners of more than 5% of the registrant’s outstanding common stock is included in Part III, Item 12 of this Annual Report on Form 10-K.

As of August 30, 2016, the registrant had 47,308,000 shares of Common Stock, $0.0001 par value, issued and outstanding.

NO DOCUMENTS INCORPORATED BY REFERENCE

Explanatory Note

HPIL Holding (the “Company”) is filing this Amendment No. 2 on Form 10-K/A (the “Second Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission (the “Commission”) on August 30, 2016 (the “Original Filing”), as previously amended by Amendment No. 1 on Form 10-K/A as filed with the Commission on October 5, 2016 (the “First Amendment”), for the purpose of revising the cover page and Part II, Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Original Filing and First Amendment indicated that the Company is a voluntary filer and has never been required to file reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  This was based on the Company’s lack of confirmation that a registration statement filed by the Company under prior management had become effective.  Current management was unable to confirm with the Company’s prior management that it had received an effective statement from the Commission with respect to the registration statement.  Additionally, no electronic notice of effectiveness was ever made available on the Commission’s EDGAR system, so confirmation was not readily ascertainable by review of the Company’s filings on EDGAR.  Since the Original Filing and First Amendment, the Company has discussed the status of the subject registration statement with the Commission.  In those discussions, the Commission telephonically confirmed that the subject registration statement was declared effective.  Therefore, the Company wishes to clarify that it is required to file reports under Section 13(a) or 15(d) of the Exchange Act and is not operating as a voluntary filer and withdraws any statement to the contrary.

Based on our misunderstanding, the Company filed several periodic reports with OTC Markets, Inc. (“OTC”) in compliance with the OTC Pink Current Information Tier Basic Disclosure Guidelines, instead of filing those periodic reports with the Commission.  Since that time, we have filed with the Commission all required reports and, as of the date of this Amendment, are current with our reporting obligations under Section 13(a) or 15(d) of the Exchange Act.

Except as stated in this Explanatory Note, no other information contained in any Item of the Original Filing or First Amendment is being amended, updated or otherwise revised.  This Amendment speaks as of the filing date of the Original Filing and, except for the filing of the First Amendment, does not reflect any events that may have occurred subsequent to such date.

PART II

Market Information

Before we effectuated the merger on October 7, 2009 (as described herein in the Business Background Section), we traded on the OTC Bulletin Board under the name TNT Designs, Inc. and trade symbol “TNTD”.  After the merger and change in name and business the Company traded on the OTC Bulletin Board under the trade symbol “TRHG”.  On February 23, 2010, TRHG was delisted from the OTC Bulletin Board due to non-timely filings of periodic reports and was subsequently quoted on the Pink Sheets.  From the time of the Company name change on May 22, 2012 (as described herein in the Business Background Section), until April 14, 2016, our Common Stock traded on the OTCQB Market under the symbol “HPIL.” On April 14, 2016, to focus more on the development of our business, we decided to temporarily cease filing of periodic reports with the Securities and Exchange Commission and transitioned to filing periodic reports through the OTC Disclosure & News Service pursuant to the Pink Basic Disclosure Guidelines.  Therefore, even though we began filing periodic reports with the Securities and Exchange Commission again, since April 14, 2016, we have traded on the OTC Pink Market under the symbol “HPIL.”  Because we have been operating under our new trade symbol for a relatively short duration of time and have only commenced limited operations of our new business and have generated limited revenue from the new business, there has been limited market activity up to this point in time. The following table sets forth, for the periods indicated, the high and low bid information for our Common Stock as determined from sporadic quotations on the OTC Markets.  The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Security Holders

As of August 30, 2016, there were 47,308,000 common shares outstanding which were held by approximately 422  stockholders of record.

Dividends

We have never declared or paid any cash dividends on our common stock and we do not anticipate paying any cash dividends in the foreseeable future.  We currently intend to retain all of our future earnings to finance the growth and development of our business.

Transfer Agent

Bay City Transfer Agency and Registrar, Inc. is currently serving as our transfer agent.

Common Stock

We are authorized to issue 400,000,000 shares of common stock with a par value of $0.0001, of which 47,308,000  shares are issued and outstanding as of August 30, 2016.  Each holder of our shares of our common stock is entitled to one (1) vote per share on all matters to be voted upon by the stockholders, including the election of directors.  The holders of shares of common stock have no preemptive, conversion, subscription or cumulative voting rights.  There is no provision in our Articles of Incorporation or By-laws that would delay, defer or prevent a change in control of our Company.

Preferred Stock

As of December 31, 2015, we were authorized to issue 100,000,000 shares of preferred stock. 25,000,000 shares of our preferred stock were designated as Series 1, Class P-1 stock with a par value of $8.75 per share, and the other 75,000,000 shares of preferred stock were designated as Series 1, Class P-2 stock with a par value of $7.00 per share.

On April 19, 2016, we filed an amendment with the Secretary of State of Nevada to amend our Articles of Incorporation, Article IV - Capital Stock, to cancel the Preferred Stock effective as of April 18, 2016.  There were no shares of preferred stock (as defined herein) issued and outstanding as of December 31, 2015, nor as of the date of cancellation of the class, April 18, 2016. 

Recent Sales of Unregistered Securities

The Company did not sale or issue any of its unregistered securities during the three months ended December 31, 2015.  However, during this same period, the Company acquired shares of its common stock in two separate transactions.

The Company divested its remaining quotas (16 total) in HREM to Haesler in exchange for 175,000 shares of the Company common stock pursuant to a Second Amendment Agreement dated November 15, 2015 (see section (c) of Item 1, above, for a more detailed description of this transaction).  Additionally, the Company sold the IFLOR Asset to GIOTOS Limited in exchange for 10,040,000 shares of the Company common stock pursuant to an Asset Purchase and Sale Agreement dated December 9, 2015 (see section (c) of Item 1, above, for a more detailed description of this transaction).

Signatures

Pursuant to the requirements of Section 13 or 15(d) 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.