8-K

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 19, 2015

ASN TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada	47-1210911
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
10291 South 1300 East, #118, Sandy, UT 84094	(385) 444-0767
(Address of principal executive offices)	(Registrant’s Telephone Number)

N/A

(Former Name and Address of Registrant)

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))

FORWARD LOOKING STATEMENTS

This Current Report on Form 8-K filed by ASN Technologies, Inc., (the "Company") may contain "forward looking" statements or statements which may imply or suggest certain things about our future. Statements, which express that we "believe," "anticipate," "expect," or "plan to," and any other similar statements which are not historical fact, are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on assumptions that we believe are reasonable, but a number of factors could cause our actual results to differ materially from those expressed or implied by these statements. You are cautioned not to place undue reliance on these forward looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward looking statements.

SECTION 5

CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.01

Changes in Control of Registrant.

On October 22, 2015, Laura Magrone, a Florida resident ("Ms. Magrone"), closed a private transaction with Daniel Davis, the Company's sole officer and director ("Mr. Davis"), wherein Ms. Magrone purchased approximately 10,000,000 shares of the Company's Common Stock from Mr. Davis for $10,000 pursuant to the terms of a Stock Purchase Agreement. Prior to the transaction, Ms. Magrone owned zero shares of the Company's Common Stock. After the transaction, Ms. Magrone owns approximately 87% of the issued and outstanding shares of the Company. The Stock Purchase Agreement disclosed herein is filed as an exhibit hereto and is incorporated herein by reference.

As the Company's majority shareholder, Ms. Magrone has confirmed her desire that Mr. Davis continue to serve as the Company's sole officer and director.

There are no arrangements known to the Company, the operation of which may, at a subsequent date, result in a change in control of the registrant.

Following the change in control described herein, the following table sets forth certain information known to us with respect to the beneficial ownership of our shares of Common Stock as of October 22, 2015 by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our Common Stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.

2 

Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 11,500,000 shares of Common Stock issued and outstanding.

Title of class	Name and Address of Beneficial Owner	Amount of Beneficial Ownership	Percent of Class
Common	Daniel Davis 10291 South 1300 East, #118 Sandy, UT 84094	9	*
	All Officers and Directors as a Group (one person)	9	*
	Other 5% Owners
Common	Laura Magrone 12435 Mossy Oak Dr. Orlando, FL 32832	9,999,991	87%

____________

*less than 1%

Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our Common Stock.

Except as superseded or updated by the disclosures set forth in this Current Report, all other information required by Item 5.01(a)(8) of Form 8-K may be found in the Company’s Annual Report on Form 10-K filed September 18, 2015, and in the Company’s Registration Statement on Form S-1/A filed October 14, 2014, each of which is incorporated herein by reference as permitted by Item 5.01(a)(8) of Form 8-K.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment to Articles of Incorporation to Increase in Authorized Shares of Capital Stock

On October 22, 2015, the Company's Board of Directors, and majority shareholder owning approximately 87% of the Company's issued and outstanding shares of Common Stock, approved an increase in the Company's authorized shares of capital stock. On October 23, 2015, the Company filed a Certificate of Amendment to Certificate of Incorporation with the Nevada Secretary of State to increase its authorized capital stock to 260,000,000 shares, including 250,000,000 shares of common stock (the "Common Stock") and 10,000,000 shares of preferred stock (the "Preferred Stock"), each with a par value of $0.001 per share. The shares of Preferred Stock are undesignated at this time. The form of Certificate of Amendment to Certificate of Incorporation filed with the Nevada Secretary of State is filed as an exhibit hereto and is in incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

Forward Stock Split of Issued and Outstanding Shares of Common Stock

Also on October 22, 2015, the Company's Board of Directors recommended to its shareholders that a 12 to 1 forward split of all outstanding shares of the Company's Common Stock be effected (the "Forward Split). The majority shareholder owning approximately 87% of the issued and outstanding shares of the Company approved the Forward Split.

The effect of the Forward Split will increase the number of the Company's issued and outstanding shares of Common Stock from 11,500,000 shares to 138,000,000 shares, with no fractional shares necessary to be issued. The Company's shareholders do not need to present certificates for exchange. The Forward Split will be payable to each shareholder through the issuance of stock certificates representing the split differential on the effective date.

3 

The Record Date for the shareholders entitled to receive differential shares pursuant to the Forward Split is November 3, 2015 and the effective date of the Forward Split will be the date that the Forward Split is approved by the Financial Industry Regulatory Authority, Inc. (the "FINRA"), which is anticipated to be on or around November 9, 2015.

SECTION 8

OTHER EVENTS

Item 8.01

Other Events

Related Party Transaction

As disclosed in Item 5.01 above, Mr. Davis sold approximately 10,000,000 shares of the Company's Common Stock owned by him to Ms. Magrone and Ms. Magrone became the Company's majority shareholder owning approximately 87% of its issued and outstanding shares of Common Stock.

On October 19, 2015, Mr. Davis entered into a private transaction with CC Fund, LLC ("CC Fund"), the holder of a promissory note issued by the Company in the principal amount of $9,000 dated August 27, 2015 (the "Note"). Pursuant to the executed Assignment of Promissory Note, CC Fund unconditionally and irrevocably granted, conveyed and assigned to Mr. Davis all of its right, title and interest in and under the Note in consideration for the payment of $9,000 by Mr. Davis. The Assignment of Promissory Note is filed as an exhibit hereto and is in incorporated herein by reference.

SECTION 9

Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exh. No.	Document
3.1	Form of Certificate of Amendment to Certificate of Incorporation to be filed with the Nevada Secretary of State (to increase authorized capital shares)*
10.1	Stock Purchase Agreement dated October 19, 2015 between Daniel Davis and Laura Magrone*
10.2	Assignment of Promissory Note dated October 19, 2015 between CC Fund, LLC and Daniel Davis*

_______________________

*Filed herewith.

4 

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.

Date:    October 23, 2015	ASN Technologies, Inc.
	By:	/s/ Daniel Davis
		Daniel Davis
		Chief Executive Officer

5 

EX-3.1

ASN Technologies, Inc. 8-K 

Exhibit 3.1

EX-10.1

ASN Technologies, Inc. 8-K 

Exhibit 10.1

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (“Agreement”) effective as of the 19th day of October, 2015, provides for the sale of Nine Million Nine Hundred Ninety-nine Thousand Nine Hundred Ninety-one (9,999,991) shares of common stock (the “Shares” or “Securities”) of ASN Technologies, Inc., a Nevada corporation (the “Company”) at a price of $10,000.00 (the “Purchase Price”) from Daniel Davis (“Seller”) to Laura Magrone (“Buyer”) on the following terms and conditions:

1.

Sale and Purchase. Subject to the terms and conditions hereof, at the Closing (as defined in paragraph 2 below), Seller agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase from Seller, the Shares.

2.

Closing. The purchase of the Shares shall be consummated at a closing (“Closing”) to take place at 10:00 o’clock a.m. on or before October 25, 2015 unless extended by agreement of the parties hereto (the “Closing Date”).

3.

Purchase Price. The Purchase Price for the Shares shall be delivered on or before the Closing Date, by Buyer to Laxague Law, Inc. (the “Escrow Agent”) pursuant to the Escrow Agreement entered into by and among Buyer, Seller, and the Escrow Agent dated as of September 25, 2015 (the “Escrow Agreement”). The Purchase Price shall be delivered to the Seller by the Escrow Agent pursuant to the instruction of Buyer upon the satisfaction of the closing conditions contemplated by this Agreement.

4.

Seller’s Delivery. On the Closing Date, the Seller shall deliver to Empire Stock Transfer, Inc., the Company’s Transfer Agent (the “Transfer Agent”): (i) the certificate representing the Shares (the “Certificate”), in negotiable form, duly endorsed with a duly executed stock transfer power, (ii) a waiver of Medallion Signature Guaranty (the “Medallion Waiver”) to the stock transfer power in form and substance satisfactory to the Transfer Agent, and (iii) any other instruction required for the transfer of the Shares to Buyer conditioned upon Buyer’s delivery of the Purchase Price.

5.

Buyer’s Delivery. On the Closing Date, Buyer shall deliver to Seller the Purchase Price, conditioned upon Seller’s delivery of the Shares.

6.

Representations and Warranties of the Seller with respect to the Securities. The Seller represents and warrants to the Buyer with respect to the Securities that:

(a)

Capacity of the Seller; Authorization; Execution of Agreements. The Seller has all requisite power, authority and capacity to enter into this Agreement and to perform the transactions and obligations to be performed by it hereunder. This Agreement constitutes a valid and legally binding agreement of the Seller, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States (both state and federal), affecting the enforcement of creditors’ rights or remedies in general from time to time in effect and the exercise by courts of equity powers or their application of principles of public policy.

1 

(b)  

Title to Securities. The Seller is the sole record and beneficial owner of the Securities and has sole managerial and dispositive authority with respect to the Securities. The Seller has not granted any person a proxy with respect to the Shares that has not expired or been validly withdrawn. The sale and delivery by the Seller of the Securities to the Buyer pursuant to this Agreement will vest in the Buyer legal and valid title to the Securities, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever, other than encumbrances created by the Buyer and restrictions on the resale of the Securities under applicable securities laws.

(c)  

Disclosure. The Seller acknowledges and agrees that the representations and warranties by the Seller in this Section 6 are true and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, under the circumstance under which they were made.

7.

Representations and Warranties of the Buyer. The Buyer hereby represents and warrants to the Seller that:

(a)

Capacity of the Buyer; Authorization; Execution of Agreements. The Buyer has all requisite power, authority and capacity to enter into this Agreement and to perform the transactions and obligations to be performed by it hereunder. The execution and delivery of this Agreement by the Buyer, and the performance by the Buyer of the transactions and obligations contemplated hereby, including, without limitation, the purchase of the Securities from the Seller hereunder, have been duly authorized by all requisite corporate action of the Buyer, as applicable. This Agreement constitutes a valid and legally binding agreement of the Buyer, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States (both state and federal), affecting the enforcement of creditors’ rights or remedies in general from time to time in effect and the exercise by courts of equity powers or their application of principles of public policy.

(b)

Investment Intent. The Shares being purchased hereunder by the Buyer are being purchased for its/ his/ her own account and are not being purchased with the view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the 1933 Act. The Buyer understands that such Securities have not been registered under the 1933 Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the 1933 Act pursuant to Section 4(2) thereof and/or the provisions of Rule 506 of Regulation D promulgated thereunder, and under the securities laws of applicable states. The Buyer further understands that the certificates representing such Securities shall bear a legend substantially similar to the following and agrees that it will hold such Securities subject thereto:

2 

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACTS AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY).

(c)

Disclosure. The Buyer acknowledges and agrees that the representations and warranties by the Buyer in this Section 7 are true and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, under the circumstance under which they were made.

8.

Miscellaneous:

a.

Entire Agreement.  This Agreement represents the entire agreement between the parties relating to the subject matter hereof. This Agreement alone fully and completely expresses the agreement of the parties relating to the subject matter hereof. This Agreement may not be amended or modified, except by a written agreement signed by all parties hereto.

b.

Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.

c.

Expenses.  Each party herein shall bear all of their respective costs and expenses incurred in connection with the negotiation of this Agreement and in the consummation of the transactions provided for herein and the preparation thereof.

d.

Further Assurances, Cooperation.  Each party shall, upon reasonable request by the other party, execute and deliver any additional documents necessary or desirable to complete salecontemplated by this agreement. The parties hereto agree to cooperate and use their respective best efforts to consummate the transactions contemplated by this agreement.

e.

Governing Law.  This Agreement shall be construed (both as to validity and performance) and enforced in accordance with and governed by the laws of the state of Nevada applicable to agreements made and to be performed wholly within such jurisdiction and without regard to conflicts of laws.

3 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

Seller

/s/ Daniel Davis

Daniel Davis

Buyer

/s/ Laura Magrone

Laura Magrone

4 

EX-10.2

ASN Technologies, Inc. 8-K 

Exhibit 10.2

ASSIGNMENT OF PROMISSORY NOTE

In exchange for the purchase price of $1,000.00, the receipt and sufficiency of which is hereby acknowledged, CC Fund, LLC hereby unconditionally and irrevocably grants, conveys and assigns to Daniel Davis all of its right, title and interest in and under that certain Promissory Note (the “Note”) in the principal amount of $9,000 dated August 27, 2015 and executed in favor of CC Fund, LLC by ASN Technologies, Inc., a Nevada corporation.

The undersigned irrevocably appoints Daniel Davis as its true and lawful attorney, with full power of substitution and revocation, to demand and receive the money due, and to become due, under the Note, and to sue out executions, and to take all other lawful actions for the recovery of such money, and to acknowledge the satisfaction, or the discharge, of the same, and to exercise all other rights and remedies at law or in equity arising under the Note. The assignment made by this instrument is without recourse.

This instrument shall be enforceable if executed and delivered by facsimile.

DATED effective this 19th day of October, 2015.

CC Fund, LLC
By:	NPNC Management, LLC, its Manager
By:	/s Bryan R. Clark
Bryan R. Clark, as Manager of NPNC Management, LLC

Page 1 of 1