UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION~~ STATES

~~Washington, D.C.~~SECURITIES ~~20549 ___________________ FORM~~AND ~~8-K ___________________~~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~~Report (~~date~~Date of earliest event reported): ~~October~~ 31December 15, 2017

Africa Growth Corporation ~~(Exact Name Of Registrant As Specified In Its Charter)~~

~~Commission~~(Exact name ~~File~~of ~~No.:~~registrant ~~0-54414~~as specified in its charter)

Nevada	~~27-241387~~	000-54414	27-241387
(State of Incorporation)	(I.R.S. Employer Identification No.)
(State or other jurisdiction		(Commission	(I.R.S. Employer
3773 Howard Hughes Parkway, Suite 500s, Las Vegas, NV	89169-6014
of incorporation or organization)		File Number)	Identification No.)
(Address of Principal Executive Offices)	(ZIP Code)

413773 Howard ~~Cedar~~Hughes ~~Avenue~~Parkway, ~~5th~~Suite ~~Floor, Hamilton, Bermuda HM 12(Former name or former address, if changed since last report)~~500s

~~Registrant's Telephone Number~~Las Vegas, ~~including~~Nevada ~~area code: +44 (0) 203 862 2922~~89169-6014

~~Check the appropriate box below if the Form 8-K filing is intended to~~(Address ~~simultaneously satisfy the filing obligation~~ of ~~the~~principal ~~registrant~~executive ~~under~~offices ~~any~~with ofZip ~~the following provisions (see General Instruction A.2. below~~Code):

~~¨ Written communications~~+44 ~~pursuant to Rule 425 under the Securities Act~~ (~~17 CFR 230.425~~0) ¨203 ~~Soliciting~~862 ~~material pursuant~~2922 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~~(Registrant’s telephone ~~5.02~~number, ~~Departure~~including ofarea ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~code)

~~Effective~~Check the onappropriate ~~October~~box ~~31,~~below ~~2017,~~if ~~Africa~~the ~~Growth~~Form ~~Corporation(OTCPK:~~8-K ~~AFGC, hereinafter,~~filing ~~the~~is ~~"Registrant"),the~~intended ~~Registrant~~to ~~appointed~~simultaneously ~~Dilek~~satisfy ~~Macit~~the tofiling obligation of the registrant ~~Registrant's~~under ~~Board~~any of ~~Directors, in~~ the ~~capacity~~following asprovisions ~~a non-executive director.~~:

~~Dilek~~[ ~~Macit,~~] ~~age~~Written ~~55,~~communications ~~Director.~~pursuant ~~Since~~to ~~January~~Rule ~~2013,~~425 ~~Ms.~~under ~~Dilek Macit has served as~~ the ~~director~~Securities ~~for~~Act ~~Technical Cooperation at the European Bank for Reconstruction and Development~~ (~~EBRD)~~17 inCFR ~~London~~230.425) ~~Ms.~~[ ~~Macit~~] ~~joined~~Soliciting ~~EBRD in~~material ~~1992~~pursuant ~~in the position as Counsel, prior~~ to ~~which~~Rule ~~she~~14a-12 ~~practiced~~under ~~law~~the asExchange ~~a solicitor~~Act (~~attorney)~~17 inCFR ~~several London law firms (including Jacques and Lewis, now Eversheds until 1991)~~240.14a-12) At[ ~~EBRD,~~] ~~Ms.~~Pre-commencement ~~Macit~~communications ~~has~~pursuant ~~fiduciary accountability~~ to ~~donors~~Rule of14d-2(b) ~~grant~~under funding and leads formulation of consultancy and technical cooperation policy, interaction with international and regional consultancy associations, capacity development of clients and using best practice, promotion and market development of consultancy activities in the ~~EBRD~~Exchange ~~countries~~Act of(17 ~~operation.~~CFR Ms240.14d-2(b)) ~~Macit~~[ ~~has~~] ~~extensive experience~~Pre-commencement incommunications ~~capacity~~pursuant ~~building~~to inRule ~~early~~13e-4(c) ~~stage~~under ~~developing markets including EBRD's recent expansion into Northern Africa. Ms. Macit also serves on, or chairs, various committees both inside EBRD and outside and is on~~ the ~~Advisory~~ ~~Board~~Exchange ofAct ~~the~~(17 ~~Association~~CFR ~~of Consultants and Engineers in the United Kingdom~~240.13e-4(c))

~~Item~~Indicate by 8check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.01405 of ~~Other~~this ~~Events~~chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~On August 30, 2017, the Registrant filed a Form 8-K with disclosure of~~Emerging ~~ongoing~~growth ~~tortious~~company interference committed by certain individuals in Angola against Africa International Capital Ltd, the entity being merged into the Registrant ("AIC") and its Isha Project and the Pina Project real estate assets (comprising a total of 64 apartments and commercial space) located in Luanda, Angola. For the purposes of this Item 8.01 disclosure, the Registrant and AIC are referred to collectively, as the "Registrant."[ ]

~~The~~If an ~~Registrant~~emerging isgrowth ~~reporting~~company, inindicate ~~this~~by ~~Form~~check ~~8-K~~mark ~~that~~if the ~~tortious interference~~registrant ishas ~~being~~elected ~~perpetrated~~not byto ~~certain~~use ~~individuals~~the ~~who~~extended ~~are~~transition ~~using~~period ~~their~~for ~~official~~complying ~~government~~with ~~titles~~any ~~and~~new ~~positions~~or ~~and~~revised ~~conspiring~~financial ~~with~~accounting ~~other~~standards ~~official representatives~~provided ofpursuant ~~the~~to ~~Republic~~Section ~~of Angola~~ 13(~~the "Offending Parties"~~a) inof ~~what~~ the ~~Registrant~~Exchange ~~and its attorneys deem to be unlawful conduct~~Act. [ ]

~~The Offending Parties have maintained their control over the Registrant's~~Item ~~Isha and Pina real estate projects since August 2017 and continue to exclude the Registrant's Angolan management personnel from the above-referenced Angola property sites and operations~~1.01 ~~The~~Entry ~~Registrant~~Into ~~has~~A ~~issued~~Material ~~legal notices~~Definitive to the Offending Parties regarding their tortious interference and other unlawful acts and their use of fraudulent means and intimidation tactics in an illegal attempt to "steal" the Registrant's Isha and Pina propertiesAgreement. ~~The Registrant has been pursuing all available remedies at law and in equity to end the tortious interference and protect the Registrant's interests in its real estate assets in Luanda, Angola.~~

InOn December ~~furtherance~~15, of2017, ~~the~~AFGC ~~Registrant's~~Development ~~pursuit~~Ltd. of(“AFGC”), ~~available~~a ~~remedies~~wholly ~~for~~owned ~~the tortious~~subsidiary ~~interference,~~of ~~among~~Africa ~~other~~Growth ~~causes~~Corporation ~~of action,~~ (the ~~Registrant~~“Company”), ~~commenced~~entered into a ~~lawsuit~~Subscription onAgreement ~~November~~with ~~15,~~an ~~2017in~~unaffiliated ~~the~~investor, ~~United~~pursuant ~~States~~to ~~District~~which ~~Court for~~AFGC ~~the~~issue ~~District~~20% ofConvertible ~~Columbia~~Notes (the ~~"Complaint"~~“Convertible Notes”) ~~against~~to the ~~Offending Parties,~~investor ~~including~~in ~~Angolan~~the ~~governmental~~aggregate ~~and~~principal ~~non-governmental~~amount ~~individuals~~of ~~and entities~~ $3,000,000. The ~~Registrant~~proceeds ~~has~~from ~~alleged in~~ the ~~Complaint~~Convertible ~~that~~Notes ~~the~~will ~~Offending~~be ~~Parties~~used ~~named~~to asdevelop ~~defendants~~AFGC’s ~~committed~~Namibian ~~the~~program ~~following~~for ~~unlawful~~low ~~actions:~~to ~~(i) Expropriation~~middle inincome ~~Violation~~housing ofdevelopment. ~~International~~The ~~Law;~~Convertible ~~(ii)~~Notes ~~Violation~~accrue ~~of RICO, 18~~interest ~~U.S.C.~~at ~~Section~~a ~~1962~~rate ~~(c) Conducting the Affairs~~ of ~~the~~20% ~~Enterprise;~~per ~~(iii) Conspiracy~~annum ~~to Commit Fraud~~ and ~~Conversion;~~is ~~and~~due ~~(iv)~~in ~~Tortious~~full ~~Interference with~~on ~~Contractual~~or ~~Rights,~~before ~~among~~December ~~other causes of action. The Registrant is seeking damages in excess of $55~~15,~~000,000,~~ ~~among~~2021 ~~other~~(the ~~remedies.~~“Maturity Date”).

~~There~~On the ~~can~~occurrence, beor noproposed ~~assurance~~occurrence, of an initial listing by the ~~outcome~~Company on a Relevant Exchange (as defined below), or at any time thereafter for as long as the Company maintains a listing on either (i) The Nasdaq National Stock Market of ~~these~~the ~~proceedings~~Nasdaq Stock Market Inc., ~~nor~~(ii) ~~can~~The weNew York Stock Exchange, (iii) the Main Market of the London Stock Exchange plc, (iv) the AIM market operated by the London Stock Exchange plc or (v) any other exchange agreed to in accordance with the Subscription Agreement (a “Relevant Exchange”), and following the issuance of a notice of conversion in accordance with the instrument governing the Convertible Note (the “Notice of Conversion”), all outstanding Convertible Notes subject to the Notice of Conversion shall convert, at AFGC’s option, into a number of fully paid shares of common stock of the Company equal to the product of (a) the quotient of (1) the aggregate principal amount of the Convertible Notes to be ~~certain~~converted, ~~that~~divided weby ~~will~~(2) ~~prevail~~the Listing Value (as defined below), multiplied by (b) the total number of outstanding shares of the Company on the ~~merits~~date of listing. “Listing Value” means (A) in acase ~~timely~~of ~~manner~~conversion as part of an initial listing the sum of (i) 91.5 percent of the Company’s initial market capitalization, ifand at(ii) ~~all~~the fully paid principal amount of the Convertible Note held by the noteholders which are to be converted (B) in case of conversion subsequent to an initial listing, the average daily sales price of the Company’s shares traded over a period of three weeks prior to the conversion date. Conversion may occur in one or more installments until the Maturity Date.

~~Recent~~Item 4.02 ~~Developments~~Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

~~Further~~On February 6, 2018, the ~~Registrant~~Company’s isboard ~~reporting~~of indirectors ~~this~~concluded ~~Form 8-K~~ that: ~~(i)~~the itCompany’s ~~has commenced~~previously ~~construction~~issued offinancial ~~and~~statements included ~~sale~~in ofits ~~residential~~Annual ~~homes~~Report toon ~~principally middle~~Form 10-~~income~~K ~~buyers~~for inthe ~~Namibia;~~year ~~and~~ended ~~(ii)~~December ~~construction~~31, 2016 and ~~sale~~Quarterly ofReports for the ~~homes~~quarters ended March ~~are~~31, ~~proceeding~~2017 inand aJune ~~timely~~30, ~~manner.~~2017 ~~The~~should ~~Registrant~~no ~~currently~~longer ~~expects~~be torelied ~~close and~~upon. ~~transfer~~In ~~title~~connection towith ~~local~~changing ~~buyers~~Auditors, the Company identified an error in ~~Namibia~~such ~~under~~financial ~~its~~statements ~~pilot~~relating ~~housing~~to ~~plan (16~~a ~~homes)~~misinterpretation ~~before~~of the ~~December~~date ~~31,~~on ~~2017~~which ~~year~~the ~~end.~~Company ~~There~~acquired ~~exists~~Africa aInternational ~~strong~~Capital ~~demand~~Ltd.(“AIC”). ~~among~~The ~~Namibian~~Company ~~home~~has ~~buyers~~determined ~~who~~that ~~qualify~~its acquisition of AIC occurred for ~~governmental~~accounting ~~mortgage~~purposes on November 9, ~~guarantees~~2016 and, as ~~a result~~such, the ~~Registrant~~Company’s ~~has~~consolidated ~~already~~financial ~~commenced~~statements ~~land acquisition~~effective ~~and~~as ~~construction~~of ~~operations~~the ~~under~~acquisition date, should have included the ~~next~~consolidated ~~stage~~financial results of AIC. The Company has discussed these matters with its ~~housing~~current independent registered public ~~plans~~accounting ~~which~~firm ~~include~~and ~~approximately~~its 60prior ~~new~~independent ~~homes~~registered ~~for~~public ~~Namibians~~accounting asfirm ~~part~~which ofaudited the ~~Registrant'~~ Company’s ~~pilot~~financial ~~project~~statements for inthe ~~Namibia~~year ended December 31, 2016.

Item ~~SIGNATURES~~8.01 Other Events.

~~Pursuant~~On August to30, 2017, the ~~requirements~~Company offiled a Current Report on Form 8-K disclosing ongoing tortious interference committed by certain governmental individuals and instrumentalities in Angola (the ~~Securities~~“Angolan ~~Exchange~~Governmental ~~Act~~Trespassers”) ofagainst ~~1934~~Company and its Isha Project and Pina Project real estate assets, located in Luanda, Angola (comprising a total of 64 apartments and commercial space, the “Angolan Real Estate Assets”). Since then, the Company has ~~duly~~been ~~caused~~pursuing ~~this~~all ~~report~~available remedies at law and in equity in Angola to beend ~~signed~~the ontortious ~~its~~interference ~~behalf~~and byprotect the ~~undersigned hereunto~~Company’s ~~duly~~interests ~~authorized~~in its Angolan Real Estate Assets.

~~Africa~~In addition, ~~Growth~~on ~~Corporation~~November ~~By:~~15, ~~/s/~~2017, ~~Brenton~~the ~~Kuss~~Company ~~Name:~~commenced ~~Brenton~~a ~~Kuss~~lawsuit ~~Title:~~in ~~Chief~~the ~~Executive~~United ~~Officer~~States District Court for the District of Columbia (the “Complaint”) against the Angolan Governmental Trespassers and related Angolan governmental individuals and entities for damages in excess of $55,000,000, among other remedies.

~~Date:~~Despite an ~~November~~Angolan 17court subsequently issuing an order to remove the Angolan Governmental Trespassers from the Angolan Real Estate Assets (the “Angolan Court Order”), ~~2017~~Angolan governmental authorities did not succeed initially in executing on the Angolan Court Order and removing the Angolan Governmental Trespassers. On January 31, 2018, after the Angolan Court Order was amended at the Company’s request to empower the Angolan military police to enforce the Angolan Court Order, some of the Angolan Governmental Trespassers were removed from the Angolan Real Estate Assets.

As of February 9, 2018, the Company continues to monitor, manage and mitigate damages related to the above-referenced illicit interference in its Angolan Real Estate Assets. Recent developments have reaffirmed the Company’s belief that the matter will be resolved without long-term adverse effect on the financial condition of the Company

Forward-Looking Statements

The Company makes forward-looking statements in this Current Report on Form 8-K within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. These forward-looking statements, which include statements regarding the ongoing dispute in Angola relating to the Company’s real estate assets, involve a number of risks and uncertainties which may cause them to turn out to be wrong. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. A detailed discussion of risks and uncertainties related to our business is included in the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q.

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.

Dated: February 12, 2018	Africa Growth Corporation

	By:	/s/ Brenton Kuss
		Brenton Kuss Chief Executive Officer

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