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): October 25, 2018

 

ANVIA HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   000-55673   81-3416105

(State or other jurisdiction of

incorporation or organization)

 

Commission

file number

 

(IRS Employer

Identification No.)

 

1125 E. Broadway, Suite 770

Glendale, California 91250

(Address of principal executive offices)

 

(323) 713-3244

(Registrant’s telephone number)

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

     
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On October 23, 2018 Anvia Holdings Corporation (the “Company”) entered into an Acquisition Agreement (the “Agreement”) with Entrepreneur Culture Inc. Sdn Bhd, a Malaysia corporation (“ECI”), and shareholders of ECI, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of ECI in exchange for 65,455 shares of the Company’s common stock plus the payment of MYR250,000 in cash (approximately $58,000.00US). ECI is a turnkey franchise development, registration and growth company, trading under the brand “The Franchise Culture “. ECI has been one of the 10 Malaysian government franchises consultants for the past 10 years. With the acquisition the Company intends to grow ECI beyond government funded franchise development projects to corporate and global markets by utilizing the Company’s and its subsidiaries international network. The Company expects to close this acquisition within the next 30 days.

 

The foregoing description of the asset purchase agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the document, which is filed as an exhibit to this report and is incorporated herein by reference.

 

Item 3.02. Unregistered Sales of Equity Securities

 

The information set forth in Item 1.01 of this report is incorporated by reference into this Item 3.02. The issuance of the 65,455 shares of Common Stock (the “Shares”) pursuant to the Agreement were made in reliance on the exemption from registration afforded under Section 4(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D and/or Regulation S promulgated thereunder. Such offer and sale were not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the Seller/Investor in connection with the issuance by the Company of the Shares.

 

Item 7.01 Regulation FD Disclosure

 

On October 25, 2018, Anvia issued a press release announcing the acquisition of ECI. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.

 

The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing of Basic’s under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial Statements of Business Acquired.
   
  The Registrant hereby undertakes to file the financial statements required by this Item 9.01(a) not later than 71 days after the date this Form 8-K was due for filing.
   
(b) Pro Forma Financial Statements.
   
  The Registrant hereby undertakes to file the pro forma financial information required by this Item 9.01(b) not later than 71 days after the date this Form 8-K was due for filing.

 

(d) Exhibits

 

Exhibit No.   Description
10.1   Acquisition Agreement
99.1   Press Release issued October 25, 2018

 

     
 

 

SIGNATURE

 

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, thereunto duly authorized.

 

  ANVIA HOLDINGS CORPORATION
     
Dated: October 31, 2018 By: /s/ Ali Kasa
    Ali Kasa
    President

 

     
 

 

Anvia (CE) (USOTC:ANVV)
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