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~~January 529, 2015 Well Power, Inc. (Exact name of registrant as specified in its charter)

Nevada	000-53985	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

11111 Katy Freeway-Suite #910
Houston, Texas

77079

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (713) 973-5738

~~_____________________________________________________~~________________________________________________ (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))

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 5, 2015, we issued a 10% Original Issue Discount Convertible Promissory Note in the principal amount of $550,000 (the “Note”) and a Common Stock Purchase Warrants for the purchase of 2,750,000 shares of our common stock to JDF Capital, Inc. The Note matures on February 5, 2016 and is convertible into shares of the Company’s common stock at a 50% discount to the lowest daily volume weighted average price (“VWAP”) of the Company’s common stock for (i) the 20 trading days immediately prior to the Issuance Date or (ii) the 20 trading days prior to the date of conversion. The conversion price may be reduced if we are not DWAC or DTC FAST eligible.KBM

~~The~~On ~~holder’s~~January ~~ability~~29, to2015, ~~convert~~we ~~the~~entered ~~Note~~into isa ~~limited~~securities inpurchase ~~that~~agreement it(the ~~will~~“KBM ~~not~~SPA”) bewith ~~permitted~~KBM toWorldwide, ~~convert~~Inc. ~~any~~(“KBM”) ~~portion~~pursuant ofto ~~the~~which ~~Note~~we ifborrowed ~~the~~$54,000 ~~number~~under ofthe ~~shares~~ terms of ~~our~~a ~~common~~convertible ~~stock~~promissory ~~beneficially~~note ~~owned by~~ (the ~~holder~~ ~~and~~“KBM ~~its~~Note”). ~~affiliates,~~After ~~together~~payment ~~with~~of ~~the~~legal ~~number~~fees of ~~shares~~$4,000 ofto ~~our~~KBM’s ~~common stock issuable upon any full or partial conversion~~counsel, we ~~would~~are ~~exceed~~using ~~9.99%~~the ofnet ~~our~~proceeds ~~outstanding~~for ~~shares~~working ~~of common stock~~capital.

~~The~~Interest ~~five-year~~under ~~Warrant~~the convertible promissory note is ~~exercisable~~8% per annum, and the principal and all accrued but unpaid interest is due on November 2, 2015. The note is convertible at $0any time following 180 days after the issuance date at KBM’s option into shares of our common stock at a variable conversion price of 60% of the lowest average three day market price of our common stock during the 10 trading days prior to the notice of conversion, subject to adjustment as described in the note.02 ~~per~~The ~~share~~holder’s ability to convert the note, however, is limited in that it will not be permitted to convert any portion of the note if the number of shares of our common stock beneficially owned by the holder and its ~~contains~~affiliates, together with the number of shares of our common stock issuable upon any full or partial conversion, would exceed ~~provisions~~9.99% ~~for~~of aour ~~cashless~~outstanding ~~exercise~~shares of common stock. The holder has the right to waive this term upon 61 days’ notice to us.

WeDuring ~~received~~the anfirst ~~Initial~~180 ~~Advance~~days offollowing ~~$40,500~~the ~~after~~date of the ~~payment~~note ofwe ~~$6,000~~have inthe ~~legal~~right ~~fees~~ to ~~legal~~prepay ~~counsel~~the ofprincipal ~~JDF~~and ~~Capital~~accrued but unpaid interest due under the note, ~~Inc.~~together ~~and~~with any other amounts we may owe the ~~original~~holder ~~discount~~under the terms of $3the note,~~500.~~ ~~Additional~~at ~~advances~~a upgraduating premium ranging from 115% to ~~$450~~140%. After this initial 180 day period,~~000~~ ~~may~~we bedo ~~made~~not ~~upon~~have ~~the~~a ~~terms~~right ~~and~~to ~~conditions~~prepay of the ~~Note~~note.

WeThere ~~agreed~~are tocertain ~~repay~~covenants awe ~~10%~~agreed ~~Convertible~~to, ~~Promissory~~including ~~Note~~without ~~(the “Iconic~~limitation, ~~Note”)~~a inrestriction ~~the principal amount of $275,000 made~~ on ~~August~~stock 6repurchases, ~~2014~~a ~~with~~prohibition ~~Iconic~~on ~~Holdings,~~borrowing ~~L.L.C.~~under Ifcertain wecircumstances ~~fail~~and ~~to repay~~ the ~~Iconic Note~~sale inof ~~ten~~our ~~days,~~assets itoutside ~~will be an event~~ of ~~default on~~ the ~~Note~~ordinary ~~and~~course ~~an increase to the principal amount~~ of ~~the Note by $50,000~~business.

~~The~~All ~~Note~~amounts ~~contain~~due ~~certain~~under ~~representations,~~the ~~warranties,~~note become immediately due and ~~covenants,~~payable ~~including,~~by ~~among~~us ~~other~~upon ~~things~~the occurrence of an event of default, ~~rights~~which includes (i) our failure to ~~purchase~~pay ~~additional~~the ~~notes~~amounts due at maturity, ~~penalties~~(ii) ~~for~~our failure to deliver ~~conversion~~shares of our common stock ~~and~~upon ~~for~~any ~~buy-ins and~~conversion ~~price~~of ~~protection~~the ~~for~~note, ~~conversions.~~(iii) ~~The~~a ~~Note~~breach ~~also~~of ~~contains~~the ~~indemnification~~covenants, ~~provisions~~representations or warranties under the note or the Securities Purchase Agreement, ~~and~~(iv) ~~events~~the appointment of ~~default~~a trustee, ~~and~~a ~~increases~~judgment against us in excess of $50,000 ~~the~~(subject ~~amount~~to a cure period), a liquidation of our company or the ~~principal~~filing ~~and~~of ~~interest~~a ~~rates~~bankruptcy petition, (v) failure to remain current in our reporting obligations under the ~~event~~Securities Exchange Act of ~~such~~1934 ~~defaults~~or the removal of our common stock from quotation on the OTC markets, (vi) any restatement of our financial statements, or (vii) a reverse stock split without notice to the lender, as well as certain other provisions as set forth in the note.

The foregoing description of ~~the~~KBM ~~Note~~SPA and ~~accompanying~~the ~~transaction documents~~KBM isNote does not ~~intended~~ purport to be complete and is qualified in its entirety by reference to the complete text of the foregoing documents, which are filed as as Exhibits 10.1 ~~through~~and 10.32 hereto, ~~and~~all of which are incorporated herein by this reference.

Magna

On March 10, 2015, we entered into a securities purchase agreement (the “Magna SPA”), with Magna Equities II, LLC, an accredited investor (“Magna”), pursuant to which we issued and sold to Magna a convertible promissory note, bearing interest at 12% annual interest, compounded monthly, in the principal amount of $50,000 (the “Magna Note”). The principal and all accrued but unpaid interest is due on March 10, 2016. In accordance with the terms of the Magna SPA, we agreed to pay Magna’s expenses associated with the transaction in the amount of $10,000. As a result, we realized net proceeds from the sale of the Note in the amount of $40,000, which is to be used for general corporate purposes.

Twenty days after execution, Magna will invest another $50,000 less expenses of $2,000, unless, among other things, we are in default on the Magna Note.

During the first 90 days following the date of the note we have the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts we may owe the holder under the terms of the note, at a premium of 135%.

The Magna Note can be prepaid, at a redemption premium of 135%. The Magna Note is convertible at a price per share equal to the lesser of (i) $0.04 per share or (ii) 60% of the VWAP in the 10 trading days prior to conversion. The holder’s ability to convert the note, however, is limited in that it will not be permitted to convert any portion of the note if the number of shares of our common stock beneficially owned by the holder and its affiliates, together with the number of shares of our common stock issuable upon any full or partial conversion, would exceed 4.99% of our outstanding shares of common stock. The holder has the right to waive this term upon 61 days’ notice to us.

If, at any time when the Magna Note is outstanding, the Company issues or sells, or is deemed to have issued or sold, any shares of its common stock in connection with a subsequent placement for no consideration or for a consideration per share that is less than the conversion price on the date of issuance that is more favorable to Magna than the foregoing variable conversion price formula, then the conversion price will be reduced to the amount of the consideration per share received for such issuance.

The Magna Note contains certain covenants and restrictions including, among others, that for so long as the Magna Note is outstanding the Company will not pay dividends or dispose of certain assets, and that the Company will maintain its listing on an over-the-counter market. In addition, Magna has a right of first refusal on future offerings. Events of default under the note include, among others, failure to pay principal or interest on the note or comply with certain covenants under the note.

Also, on March 2, 2015, we entered into a securities exchange agreement (the “Magna EA”) with Magna to retire certain of our outstanding debt in exchange for another convertible promissory note (the “Manga II Note”) with Magna in the principal amount of $121,000. The terms of the Magna II Note are akin to terms of the Magna Note, set forth above, except as provided below.

The principal and all accrued but unpaid interest is due on March 2, 2016.

The foregoing description of Magna SPA, Manga Note, Magna EA and Magna II Note does not purport to be complete and is qualified in its entirety by reference to the complete text of the foregoing documents, which are filed as Exhibits 10.3 to 10.6 hereto, all of which are incorporated herein by this reference.

SECTION 2 - FINANCIAL INFORMATION

ITEM 2.03 - CREATION OF A DIRECT FINANCIAL OBLIGATION

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

SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES

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

The above securities were issued pursuant to the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder. The investors represented to us that they are accredited investors. We believe that the investors had adequate information about us as well as the opportunity to ask questions and receive responses from our management.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
10.1	Security Purchase Agreement, dated February 5, 2015
10.2	10% Original Issue Discount Convertible Promissory Note, dated February 5, 2015
10.3	Common Stock Purchase Warrant, dated February 5, 2015

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.

Well Power, Inc.

/s/ Dan Patience

Dan Patience

President

Date: ~~February~~March 10, 2015

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