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): December 30, 2016

Lans Holdings, Inc.
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: 305-755-7451

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:

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 30, 2016, we entered into a securities purchase agreement (the “Auctus SPA”) with Auctus Fund, LLC (“Auctus”), whereby Auctus agreed to invest $85,000 in our company in exchange for a convertible promissory note. Pursuant to the Auctus SPA, on December 30, 2016, we issued a convertible promissory note (the “Auctus Note”) to Auctus, in the original principal amount of $85,000, which bears interest at 12% per annum. All outstanding principal and accrued interest on the Auctus Note is due and payable on the maturity date, which is September 15, 2017 (the “Maturity Date”). Any amount of principal or interest that is due under the Auctus Note, which is not paid by the Maturity Date, will bear interest at the rate of 24% per annum until it is paid. We were required to pay Auctus $10,000 for expenses so we received a total of $75,000 from the Auctus Note.

The Auctus Note is convertible by Auctus into shares of our common stock at any time after 180 days. Subject to adjustment as provided in the Auctus Note, the conversion price is equal to the lesser of a 40% discount to the lowest trading price of the common stock during the 25 trading days prior to the Auctus Note being issued and the Variable Conversion Price which is a 40% discount to the lowest trading price of the common stock during the 25 trading day period prior to conversion.

We agreed to reserve seven times the number of shares that is actually issuable upon full conversion of the Auctus Note for conversions under the Auctus Note. We also agreed to adjust the reserve to ensure that it always equals at least seven times the total number of common stock that is actually issuable if the entire Auctus Note is converted.

The Auctus Note can be prepaid by us at any time from the closing of the Auctus SPA until 180 days thereafter, at a premium of up to 145% of the total outstanding amount. We have agreed to give Auctus written notice of prepayment at least 3 trading days beforehand.

The foregoing descriptions of the Auctus Note and Auctus SPA are qualified in its entirety by reference to such Auctus Note and Auctus SPA, which are filed hereto as Exhibits 4.1 and 10.1, respectively, and are incorporated herein by reference.

SECTION 2 - FINANCIAL INFORMATION

Item 2.03 – Creation of a Direct Financial Obligation

The information set forth in Items 1.01 is incorporated into this Item 2.03 by reference.

SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES

The information provided in Items 1.01 and 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

We claim an exemption from the registration requirements of the Securities Act, for the private placement of these securities pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, EMA and Auctus are accredited investors, EMA and Auctus acquired the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.

SECTION 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

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.

Lans Holdings, Inc.

/s/ Trevor Allen

Trevor Allen
Chief Executive Officer

Date: January 4, 2017