UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of The Securities Exchange Act of 1934

~~the~~Date ~~Securities~~of ~~and~~Report ~~Exchange~~(Date ~~Act~~ of ~~1934~~earliest event reported): March 30, 2015

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 15, 2014

MONTALVO SPIRITS, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Nevada	~~333~~001-~~173537~~36546	27-4004890
(State of Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

5301 N. Commerce Ave., Suite F, Moorpark, California 93021 (Address of principal executive offices)

(~~Address~~818) of266-9286 ~~principal~~(Registrant’s ~~executive~~telephone ~~offices~~number, including area code)

Registrant’s telephone number, including area code: (818) 266-9286

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))

Item 1.01 Entry into a Material Definitive Agreement.

On ~~September~~March 1530, ~~2014~~2015, Montalvo Spirits, ~~Inc.~~a Nevada corporation (the “~~Registrant~~Company”), ~~effectuated~~consummated a Securities Purchase Agreement (the “Agreement”) with an accredited investor (the “Investor”), ~~for~~pursuant ~~the purchase and sale of up~~ to ~~$350,000~~which of the ~~Registrant’s~~Company ~~original~~sold issue discount convertible debentures (collectively, the “Debentures”). The Debentures do not bear interest and are convertible into shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) at a conversion price equal to ~~sixty five percent (65%) of~~ the ~~lowest closing bid price (as reported by Bloomberg LP) of the Common Stock for the twenty (20) trading days immediately preceding the date of conversion. In addition, the Registrant paid the~~ Investor a ~~fee~~convertible ~~consisting~~note ~~of $5,000 and 400,000 shares of restricted Common Stock (the “Commitment Shares”)~~ in ~~connection with~~ the ~~Investor’s~~principal ~~due~~amount ~~diligence review~~ of ~~the Registrant and reimbursed the Investor for~~ $584,000 ~~in legal fees incurred by the Investor~~. ~~Pursuant to the Agreement and a Registration Rights Agreement~~00, ~~for~~bearing ~~the~~interest ~~nine~~at ~~months following~~ the ~~date~~rate of ~~the~~8% ~~Agreement,~~per ifannum ~~the Registrant offers Common Stock~~ (~~or other equity securities convertible into or exchangeable for Common Stock) registered for sale under~~ the ~~Securities Act or proposes to file a registration statement (~~“~~Registration~~Convertible ~~Statement~~Note”). The ~~with~~Convertible ~~the~~Note ~~Securities~~contains ~~and~~customary ~~Exchange~~default ~~Commission covering any of its securities other than (i) a registration on Form S-8 or S-4~~provisions, orincluding ~~any~~provisions ~~successor or similar forms; and (ii) a shelf registration under Rule 415~~ for ~~the~~potential ~~sole~~acceleration ~~purpose~~ of ~~registering shares to be issued in connection with~~ the ~~acquisition~~Convertible ~~of assets~~Note, ~~the~~a ~~Registrant~~default ~~will~~premium ~~give~~and ~~the~~a ~~Investor~~default ~~the~~interest ~~option~~rate. The toConvertible ~~include~~Note ~~the~~is ~~Commitment~~payable, ~~Shares~~along ~~and~~with any ~~shares~~and ofall ~~Common~~accrued ~~Stock~~interest, ~~into~~on ~~which~~December ~~the~~23, ~~Debentures are convertible into in such Registration Statement~~2015.

The ~~first~~Company ~~Debenture~~has ~~was issued in~~ the ~~principal~~option ~~amount~~to ofprepay ~~$150,000 (~~the ~~"Debenture").~~Note, Analong ~~additional~~with ~~Debenture~~an ininterest ~~the~~premium, ~~principal~~at ~~amount~~any oftime ~~$100,000~~during ~~may~~the befirst ~~issued~~180 bydays ~~the~~after ~~Registrant~~issuance, tosuch ~~the~~issuance ~~Investor~~premium ~~anytime~~dependent ~~sixty-one~~on ~~(61)~~the ~~days thereafter~~date ~~subject~~of toprepayment. Upon the ~~satisfaction~~occurrence of ~~the~~an ~~terms~~event ~~and~~of ~~conditions~~default, ~~set~~as ~~forth~~described in the ~~Agreement~~Convertible (Note, the ~~“Second~~Investor ~~Closing”). A~~can ~~third~~declare ~~Debenture in~~ the ~~principal~~entire amount of ~~$100,000~~principal ~~may~~and beinterest ~~issued~~then bydue on the ~~Registrant~~Convertible toNote ~~the~~immediately ~~Investor~~due ~~anytime~~and ~~sixty-one~~payable ~~(61)~~and ~~days~~require ~~following~~ the ~~Second~~Company ~~Closing subject~~ to ~~the~~pay ~~satisfaction~~a ofpremium ~~the~~default ~~terms and conditions set forth in the Agreement~~payment.

NoThe ~~solicitation~~principal ~~was~~balance ~~made~~of ~~and~~the noConvertible ~~underwriting~~Note ~~discounts~~is ~~were~~convertible ~~given~~into orshares ~~paid~~of inthe ~~connection~~Company’s ~~with~~common ~~these~~stock, ~~transactions~~par value $0.001 ~~The~~per ~~Company~~share, ~~believes~~at ~~that~~the election of the holder, beginning 180 days after the issuance of the ~~shares~~Convertible Note. The conversion price is equal to the Market Price (as ~~described~~such ~~above~~term ~~was~~is ~~exempt~~defined ~~from~~in ~~registration~~the ~~with~~Convertible Note) multiplied by 61%. The Investor is prohibited from converting the ~~Securities~~Convertible ~~and~~Note ~~Exchange~~into ~~Commission~~shares ~~pursuant~~of the Company’s common stock to ~~Section~~the extent that such conversion would result in the Investor beneficially owning more than 4~~(2)~~.99% of the ~~Securities~~Company’s ~~Act~~common stock, subject to 61 days prior written notice to the Company from the Investor of ~~1933,~~the asInvestor’s ~~amended~~intention to waive or modify such provision.

The ~~Agreement~~foregoing ~~contains~~description ~~customary~~of ~~representations,~~the ~~warranties,~~Convertible ~~covenants,~~Note ~~closing conditions~~ and ~~indemnification~~the ~~and~~Securities ~~termination~~Purchase ~~provisions~~Agreement ~~by,~~do ~~among~~not ~~and~~purport ~~for~~to ~~the~~be ~~benefit~~complete ofand ~~the~~are ~~parties.~~qualified ~~The~~in ~~Registrant~~their ~~has~~entirety noby ~~obligation~~reference to ~~issue any of~~ the ~~remaining~~Convertible ~~Debenture~~Note ~~to the Investor~~ and ~~may repay~~ the ~~Debentures~~Securities atPurchase ~~any time~~Agreement, ~~subject~~which toare ~~certain~~filed ~~prepayment~~as ~~penalties~~Exhibits 4. ~~The~~1 ~~proceeds~~and ~~received~~10.1, byrespectively, ~~the Registrant under the Agreement are expected~~ to bethis ~~used~~Current toReport ~~fund~~on ~~the~~Form ~~Registrant’s~~8-K ~~sales~~ and ~~marketing~~are ofincorporated ~~existing~~herein ~~and~~by ~~potential spirits brands, and for general corporate purposes~~reference.

~~The~~Item ~~foregoing~~2.03 Creation ~~description~~ of ~~the~~a ~~Securities~~Direct ~~Purchase~~Financial ~~Agreement,~~Obligation ~~the~~or ~~Registration~~an ~~Rights~~Obligation ~~Agreement~~under ~~and~~an ~~the~~Off-Balance ~~Debenture are~~Sheet ~~qualified~~Arrangement ~~in their entirety by reference to the full text~~ of ~~the Agreement, the Registration Rights Agreement and the Debenture,~~ a ~~copy of each of which is attached hereto as Exhibit 10~~Registrant.~~1, 4.1 and 4.2, respectively, and each of which is incorporated herein in its entirety by reference.~~

~~Item~~The ~~2.03 Creation~~information ofrequired ato ~~Direct~~be ~~Financial~~disclosed ~~Obligation~~in orthis anItem ~~Obligation~~2.03 ~~under~~is anincorporated ~~Off-Balance~~herein ~~Sheet~~by ~~Arrangement~~reference offrom aItem ~~Registrant~~1.01.

~~The information contained above in~~ Item 13.0102 Unregistered isSales ~~hereby~~of ~~incorporated~~Equity ~~by reference into this Item 2~~Securities.~~03.~~

The information required to be disclosed in this Item 3.02 ~~Unregistered~~ ~~Sales~~is ofincorporated ~~Equity~~herein ~~Securities~~by reference from Item 1.01.

The ~~information~~securities ~~contained~~described ~~above~~ in Item 1.01 isabove ~~hereby~~were ~~incorporated~~offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended (“Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The offerings were made to “accredited investors” (as defined by ~~reference~~Rule ~~into~~501 ~~this~~under ~~Item~~the 3Securities Act).02 In addition, the sale of securities did not involve a public offering; the Company made no solicitation in connection with the sale other than communications with the investors; the Company obtained representations from the investors regarding its investment intent, experience and sophistication; and the investors either received or had access to adequate information about the Company in order to make an informed investment decision.

~~Item 9.01 Financial Statements and Exhibits~~SIGNATURES

~~(c)~~Pursuant ~~Exhibits:~~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.

4.1	Registration Rights Agreement
		MONTALVO SPIRITS, INC.
4.2	Convertible Debenture
Date: April 2, 2015		By:	/s/ Alex Viecco
10.1	Securities Purchase Agreement
			Name: Alex Viecco
			Title: Chief Executive Officer

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.

		MONTALVO SPIRITS, INC.
Date: September 19, 2014		By:	/s/ Alex Viecco Alex Viecco , Chief Executive Officer

EXHIBIT INDEX

NUMBER			DESCRIPTION
	4.1	Registration Rights Agreement
	4.2	Convertible Debenture
	10.1	Securities Purchase Agreement

Filing Compare · Montalvo Spirits, Inc.