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): February ~~December 22~~4, ~~2015~~2016

EMAV HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________

DELAWARE	000-53492	26-3167800
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1900 Main Street, Suite 300

Irvine, California 92614

(Address of Principal Executive Offices)

(949) 851-5996

(Registrant's telephone number including area code)

(Former name or former address, if changed since last report)

_____________________________________________________

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 (17CFR 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 Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the "Filings") contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant's management as well as estimates and assumptions made by Registrant's management. When used in the Filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the negative of these terms and similar expressions as they relate to Registrant or Registrant's management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions, and other factors relating to Registrant's industry, Registrant's operations, and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

Item 1.01 Entry into a Material Definitive Agreement.

On ~~December~~04 ~~22,~~February ~~2015,~~2016 EMAV Holdings, Inc., ~~a Delaware corporation~~ (~~"EMAV",~~ the "Company",) orclosed ~~the~~and ~~"Registrant")~~funded ~~entered~~a financing transaction by entering into ana ~~Equity~~Securities Purchase Agreement (the "EPPurchase Agreement") with ~~Tarpon~~EMA ~~Bay~~Financial, ~~Partners~~ LLC, a ~~Florida~~Delaware limited liability company ("~~Tarpon~~EMA Financial"). Pursuant to the ~~terms~~Purchase ~~of the EP~~ Agreement, ~~Tarpon~~EMA ~~shall~~Financial ~~commit~~purchased tofrom ~~purchase~~the upCompany toa ~~Five~~Convertible ~~Million~~Promissory ~~Dollars~~Note (~~$5,000,000)~~the ~~worth of our common stock~~"Note", ~~over~~and atogether ~~period~~with ofthe ~~time~~Purchase ~~terminating~~Agreement, on the ~~earlier~~"Transaction ~~of: (i~~Documents") ~~24-months~~in ~~from~~ the ~~date~~aggregate onprincipal ~~which~~amount ~~the~~of ~~Purchase~~$86,000.00 ~~Agreement~~(the ~~was~~"Principal ~~executed~~Amount"), and delivered bynet ~~the~~proceeds ~~Company~~of ~~and Tarpon; or~~$74,900, ~~(ii)~~which ~~the~~amount ~~date~~became onavailable ~~which~~for ~~Tarpon~~use ~~has~~by ~~purchased~~ the ~~aggregate~~Company ~~maximum~~on ~~purchase~~04 ~~price~~February ~~of $5,000,000 pursuant to the EP Agreement~~2016.

~~EMAV~~The ~~intends~~Principal toAmount ~~draw~~bears interest at 6% per annum. All outstanding principal and accrued interest on the ~~facility~~Note ~~from~~is ~~time~~due toand ~~time~~payable on the maturity date, aswhich ~~and~~is ~~when~~28 ~~EMAV~~January ~~determines~~2017 ~~appropriate~~(the in"Maturity ~~accordance~~Date"). ~~with~~EMA may extend the ~~terms~~Maturity ~~and~~Date ~~conditions~~by ofproviding us with written notice at least 5 days before the EPMaturity ~~Agreement~~Date. ~~The~~However, ~~purchase~~EMA ~~price~~may ~~for~~only extend the ~~EMAV~~Maturity ~~shares~~Date for up to bean additional one-year period. Any amount of principal or interest that is due under the Note, which is not paid by ~~Tarpon~~the Maturity Date, will bebear ~~90%~~interest ofat the ~~volume~~rate ~~weighted~~of ~~average~~24% ~~price~~per ~~(total~~annum ~~dollar~~until ~~value~~it ~~traded~~is ~~for~~paid ~~all~~(the ~~transactions~~"Note ~~(share~~Default ~~price~~Interest"). ~~multiplied~~Further, bywe ~~number~~are ofobligated ~~shares~~to ~~traded)~~reduce ~~divided~~the Principal Amount by ~~the~~50% ~~total~~on ~~quantity~~or ofbefore ~~shares~~28 ~~traded~~July ~~for~~2016, ~~the~~either ~~day~~through (i) onaccessing the ~~principal~~funds ~~market~~under ~~for~~the ~~each~~Equity ofPurchase ~~the~~Agreement ~~trading~~we ~~days~~described ofin our ~~common~~8-K ~~stock~~we ~~during~~filed ~~the~~28 ~~ten~~December 2015; or, (10ii) ~~trading~~subsequent ~~days~~financing ~~immediately~~closed ~~following~~by the ~~clearing~~Company. ~~date~~Should we fail to do so, the then outstanding principal amount will be increased by 200%.

~~Tarpon~~The ~~may~~Note ~~not~~is ~~execute~~convertible ~~any~~into ~~short~~shares ~~sales~~ of the Company's common stock. ~~Further,~~("Common Stock") at any time at the ~~Company~~discretion ~~has~~of EMA Financial at a conversion price per share equal to the ~~right,~~lesser ~~though~~of: ~~never~~(a) the ~~obligation~~closing price of the Common Stock on the day before the conversion; or, to(b) ~~exercise~~50% ~~its~~of ~~right~~the tolowest ~~draw~~trading ~~down~~price for the common stock during the 30-days of trading ending on the ~~facility~~latest ~~and~~complete ~~have~~trading ~~Tarpon~~day ~~purchase~~prior to the ~~Company's~~date ~~common~~of conversion (the "Conversion Price"). The Conversion Price is subject to adjustment for stock splits, reverse stock splits, stock dividends and other similar transactions and subject to the terms of the Transaction Documents. We agreed to reserve that number of shares of Common Stock equal to 70% of our authorized shares of Common Stock not otherwise issued.

2The Note may be repaid in whole at any time. The repayment amount is subject to a premium on the outstanding principal balance of 150%. If the Company fails to meet its obligations under the terms of the Note the Note shall become immediately due and payable and subject to penalties provided for in the Note.

~~Tarpon's~~ All ~~commitment~~amounts todue ~~purchase~~under ~~our~~the ~~common~~Note ~~stock~~become isimmediately ~~subject~~due toand ~~various~~payable ~~conditions~~by us upon the occurrence of an event of default, including, but not limited to (i) our sale of all or substantially all of our assets, ~~limitations~~(ii) ~~based~~our onfailure to pay the ~~trading~~amounts ~~volume~~due at maturity, (iii) our failure to issue shares of Common Stock upon any conversion of the Note, (iv) our ~~common~~breach ~~stock~~of the covenants, asrepresentations ~~well~~or aswarranties under the Note, ~~though~~(v) ~~not~~our ~~limited~~appointment of a trustee, (vi) a judgment against us in excess of $50,000 (subject to a 20 day cure period), (vii) our liquidation, (viii) the ~~following:~~filing of a bankruptcy petition by us or against us, (ix) our failure to remain current in our reporting obligations under the Securities Exchange Act of 1934, (x) the delisting of our Common Stock from the OTCQB or equivalent exchange, (xi) a restatement of our financial statements for any period from two years prior to the Note until the Note has been paid in full, or (xi) our effectuation of a reverse stock split without 20 days prior written notice to EMA Financial.

●The ~~There~~foregoing isdescriptions ~~an effective registration statement under the Securities Act~~ of ~~1933, as amended (~~the ~~"Securities~~Note ~~Act"),~~and toPurchase ~~cover~~Agreement ~~the~~do ~~resale~~not ofpurport ~~the shares by Tarpon; ● EMAV's common stock continues~~ to be ~~quoted~~complete ~~on the OTCQB (or a higher exchange)~~ and ~~has~~are ~~not~~qualified ~~been~~in ~~suspended~~their ~~from~~entirety ~~trading; ● There must be no injunction or any action commenced~~ by ~~a governmental authority which has not been stayed or abandoned, prohibiting~~ the ~~purchase~~terms orand ~~the~~conditions ~~issuance~~ of the ~~shares~~Note ~~to Tarpon; ● EMAV must have complied with its obligations~~ and isPurchase ~~otherwise~~Agreement. ~~not~~A incopy ~~breach~~ of orthe inform ~~default~~of ~~under,~~ the EPNote ~~Agreement,~~and ~~our~~Purchase ~~registration~~Agreement ~~rights agreement with Tarpon, which~~ is ~~discussed~~attached ~~below~~hereto ~~(the~~as ~~"Registration~~Exhibit ~~Rights~~4.1 ~~Agreement")~~and or10.1, ~~any~~respectively, ~~other agreement executed in connection therewith with Tarpon;~~ and ●are ~~Tarpon~~incorporated ~~cannot~~herein ~~have~~by ~~beneficial ownership of EMAV shares exceeding 9~~reference.~~99% of EMAV's outstanding shares.~~

~~The~~Item EP2.03 Creation ~~Agreement further provides that Tarpon is entitled to customary indemnification from EMAV for any losses or liabilities it suffers as a result~~ of ~~any material misrepresentation, breach of warranty, or nonfulfillment of or~~ a ~~failure~~Direct toFinancial ~~perform any material covenant or agreement contained in the EP Agreement~~Obligation. ~~The EP Agreement also contains representations and warranties of each of the parties.~~

~~Pursuant~~The toinformation ~~the~~provided ~~terms of the EP Agreement we agreed to pay Tarpon a commitment fee of Fifty Thousand Dollars ($50,000), and legal fees~~ in ~~the~~Item ~~amount of Twenty Five Thousand Dollars ($25,000)~~1.01 ~~The total payment of Seventy Five Thousand Dollars ($75,000)~~ is ~~represented~~incorporated by areference ~~promissory~~in ~~note~~this ~~also~~Item ~~dated December 22, 2015 (the "Note")~~2. ~~Interest on the outstanding balance of the Note accrues at the rate of ten percent (10-%) per annum~~03. ~~Payment of all amounts due under the Note, principal and interest, is due on or before June 30, 2016.~~

OnItem ~~December 22, 2015, EMAV also entered into the Registration Rights Agreement with Tarpon~~3.02 Unregistered ~~Pursuant~~Sales ~~to the terms~~ of ~~the~~Equity ~~Registration Rights Agreement, EMAV is obligated to file a registration statement with the SEC covering shares of EMAV common stock underlying the EP Agreement within 120 days~~Securities. In addition, EMAV is obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 5-business days after the notification from the SEC that the registration statement may be declared effective. The Company is obligated to keep such registration statement effective until (i) three months after the last closing of a sale of shares under the EP Agreement; (ii) the date when Tarpon may sell all the shares under Rule 144 without volume limitations; or, (iii) the date Tarpon no longer owns any of the shares.

The ~~foregoing~~applicable ~~descriptions~~information ofset ~~the~~forth EPin ~~Agreement,~~Item ~~Registration~~1.01 ~~Rights~~of ~~Agreement,~~this ~~and~~Current ~~the~~Report ~~Note,~~on ~~and~~Form ~~the~~8-K ~~transactions~~is ~~contemplated~~incorporated ~~thereunder,~~by doreference ~~not~~in ~~purport~~this toItem be3.02. ~~complete,~~The ~~and~~foregoing ~~are~~securities ~~qualified~~under inthe ~~their~~Purchase ~~entirety~~Agreement bywere ~~the~~offered ~~terms~~ and ~~conditions~~sold ofwithout ~~each~~registration ~~respective~~under ~~document.~~the ASecurities ~~copy~~Act of 1933 (the ~~form~~"Securities ofAct") ~~the~~in EPreliance ~~Agreement,~~on the ~~Registration~~exemptions ~~Rights~~provided ~~Agreement,~~by ~~and~~Section ~~the~~4(a)(2) ~~Note~~of ~~are~~the ~~filed~~Securities Act and/or ~~attached~~Regulation ~~hereto~~D aspromulgated ~~Exhibits 10.1~~thereunder, ~~10.2,~~ and ~~10.3,~~in ~~respectively,~~reliance toon ~~this~~similar ~~Form~~exemptions ~~8-K~~under ~~and~~applicable ~~are~~state ~~incorporated herein by reference~~laws.

Item 8.01 Other Events

On December 28, 2015, the Company issued a Press Release announcing signing of the EP Agreement and the transactions contemplated thereunder. A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

The following exhibits are furnished with this report:

	Exhibit No.	Exhibit Description
	10.1	Equity Purchase Agreement, dated December 22, 2015
	4.1	Convertible Promissory Note, dated 28 January 2016
	10.2	Registration Rights Agreement, dated December 22, 2015
	10.1	Securities Purchase Agreement, dated 28 January 2016
	10.3	Promissory Note, dated December 22, 2015
	99.1	Press Release

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 hereunto duly authorized.

Date: 28 December 2015		EMAV HOLDINGS, INC.
Date: 19 February 2016		EMAV HOLDINGS, INC.
	By:	/s/ Keith A. Rosenbaum
		KEITH A. ROSENBAUM,
		Chief Executive Officer

Filing Compare · EMAV Holdings, Inc.