UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~January~~August 2220, 2013

GroveWare Technologies Ltd.

(Exact name of small business issuer as specified in its charter)

Nevada	26-1265381
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1006 - 20 Eglinton Ave. W.

Toronto, Ontario,

Canada M4R 1K8

(Address of principal executive offices)

(416) 644-5111

(Issuer’s telephone number)

______________________________________________

(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 (see General Instruction A.2. below):

[ ] 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))

1Section 2 – Financial Information

~~Section~~Item 12.04 –Triggering ~~Registrant’s~~Events ~~Business~~That ~~and~~Accelerate ~~Operations~~or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

~~Item~~On ~~1.01~~February ~~Entry~~13, 2013 and July 8, 2013, we entered into aSecurities Purchase ~~Material~~Agreements ~~Definitive~~with ~~Agreement~~Asher Enterprises, Inc. (“Asher”), pursuant to which Asher advanced us $80,000 under 8% Convertible Promissory Notes (the “Notes”).

OnPursuant ~~January~~to ~~22,~~the ~~2013~~terms of the Notes, weit ~~entered~~is ~~into~~an aevent ~~Separation~~of default if ~~Agreement~~we ~~with~~fail ~~Scott~~to ~~Boyes~~file ~~regarding~~quarterly or annual reports pursuant to the ~~terms~~filing ~~and~~requirements ~~conditions~~of the Securities Exchange Act of ~~his~~1934, ~~departure~~as ~~from~~amended. We were unable to timely file our Quarterly Report on Form 10-Q for the ~~Company~~six month period ended June 30, 2013. Subsequently, we received a notice of default from Asher on August 20, 2013, demanding that we immediately pay $120,000 (the “~~Agreement~~Default Amount”)., ~~Pursuant~~represented toby ~~the~~150% ~~provisions~~ of the ~~Agreement,~~then weoutstanding ~~agreed~~principal ~~with~~balance ~~Mr.~~of ~~Boyes~~the asNotes ~~follows:~~plus default interest.

AsIf ofwe ~~the~~fail ~~date~~to ofpay the ~~Agreement~~Default Amount within 5 business days, ~~Mr.~~Asher may, ~~Boyes~~among isother noremedies, ~~longer~~convert anthe ~~officer~~Default orAmount ~~director~~into shares of our ~~company~~common ~~and~~stock ~~all prior~~as ~~agreements~~provided ~~with~~under ~~Mr.~~the ~~Boyes~~terms ~~are~~of ~~terminated~~the ~~in their entirety;~~Notes.

Mr. Boyes shall receive 500,000 shares of our common stock and his company will receive $158,686 payable in three equal monthly installments commencing February 15, 2013 as funds are available and out of pocket expenses not to exceed $6,000 by January 31, 2013;SIGNATURES

InPursuant ~~exchange~~to ~~for~~ the ~~above~~requirements ~~consideration,~~of ~~Mr.~~the ~~Boyes~~Securities ~~agreed~~Exchange toAct aof ~~release~~1934, the ofregistrant ~~any~~has ~~and~~duly ~~claims~~caused ~~and~~this ~~further agreed~~report to ~~certain~~be ~~covenants~~signed ason ~~provided~~its ~~for~~behalf inby the ~~Agreement~~undersigned hereunto duly authorized.

~~Mr.~~GroveWare ~~Boyes~~Technologies ~~will be involved with our company in a limited role as a consultant to assist with the completion of our financial statements for the year ended December 31, 2012~~Ltd.

~~The~~/s/ ~~foregoing~~Hrair description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement filed as Exhibits 10.1 hereto and incorporated herein by reference.Achkarian

~~Section~~Hrair ~~5 – Corporate Governance and Management~~Achkarian CEO

~~Item~~Date: ~~5.02~~August ~~Departure~~20, ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~2013

On January 22, 2013, pursuant to the above Agreement, Scott Boyes is no longer serving as our Chief Financial Officer, Treasurer, Secretary and Director. Mr. Boyes’ departure with our company was not the result of any disagreements with us regarding operations, policies, accounting practices or otherwise.2

SECTION 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Separation Agreement, dated January 22, 2013

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.

GroveWare Technologies Ltd.

/s/ Hrair Achkarian

Hrair Achkarian CEO

Date: January 22, 2013

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