UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

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): ~~December~~August 1508, ~~2017~~2018

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

~~(Exact~~Commission ~~name~~File ofNo.: ~~registrant as specified in its charter)~~0-54414

Nevada	~~000~~27-~~54414~~241387	~~27-241387~~
(State or other jurisdiction	(Commission	(I.R.S. Employer
(State of Incorporation)	(I.R.S. Employer Identification No.)
of incorporation or organization)	File Number)	Identification No.)
41 Cedar Avenue, 5th Floor, Hamilton, Bermuda	HM 12
(Address of Principal Executive Offices)	(ZIP Code)

~~3773~~Registrant’s ~~Howard~~Telephone ~~Hughes Parkway~~Number, ~~Suite~~including ~~500s~~area code: +44 (0) 203 862 2922

~~Las~~Check ~~Vegas,~~the ~~Nevada~~appropriate ~~89169~~box below if the Form 8-~~6014~~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):

(Address of principal executive offices with Zip Code)

+44 (0) 203 862 2922

(Registrant’s telephone number, including area code)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 1.01 Entry Into A Material Definitive Agreement.

On December 15, 2017, AFGC Development Ltd. (“AFGC”), a wholly owned subsidiary of Africa Growth Corporation (the “Company”), entered into a Subscription Agreement with an unaffiliated investor, pursuant to which AFGC issue 20% Convertible Notes (the “Convertible Notes”) to the investor in the aggregate principal amount of $3,000,000. The proceeds from the Convertible Notes will be used to develop AFGC’s Namibian program for low to middle income housing development. The Convertible Notes accrue interest at a rate of 20% per annum and is due in full on or before December 15, 2021 (the “Maturity Date”).

On the occurrence, or proposed occurrence, of an initial listing by the 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 the Nasdaq Stock Market Inc., (ii) The New 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 converted, divided by (2) the Listing Value (as defined below), multiplied by (b) the total number of outstanding shares of the Company on the date of listing. “Listing Value” means (A) in case of conversion as part of an initial listing the sum of (i) 91.5 percent of the Company’s initial market capitalization, and (ii) 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.

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

On February 6, 2018, the Company’s board of directors concluded that the Company’s previously issued financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2016 and Quarterly Reports for the quarters ended March 31, 2017 and June 30, 2017 should no longer be relied upon. In connection with changing Auditors, the Company identified an error in such financial statements relating to a misinterpretation of the date on which the Company acquired Africa International Capital Ltd.(“AIC”). The Company has determined that its acquisition of AIC occurred for accounting purposes on November 9, 2016 and, as such, the Company’s consolidated financial statements effective as of the acquisition date, should have included the consolidated financial results of AIC. The Company has discussed these matters with its current independent registered public accounting firm and its prior independent registered public accounting firm which audited the Company’s financial statements for the year ended December 31, 2016.

Item 8.01 Other Events.

OnFor ~~August 30, 2017,~~ the ~~Company~~reasons ~~filed~~specified abelow ~~Current~~relating ~~Report~~to ~~on Form 8-K disclosing~~ ongoing tortious interference ~~committed~~in byAngola, ~~certain governmental~~Africa ~~individuals~~Growth ~~and~~Corporation ~~instrumentalities in Angola~~ (the “~~Angolan Governmental Trespassers~~Company”) ~~against Company~~ ~~and~~has ~~its~~been ~~Isha~~unable ~~Project~~to ~~and~~provide ~~Pina~~consolidated ~~Project~~financial ~~real~~statements ~~estate~~and ~~assets~~complete, ~~located~~by inthe ~~Luanda,~~prescribed ~~Angola~~due ~~(comprising~~dates, aits ~~total~~Quarterly ofReport 64on Form ~~apartments~~10-Q ~~and~~for ~~commercial space,~~ the ~~“Angolan~~periods ~~Real~~ended ~~Estate~~September ~~Assets”).~~30, ~~Since then~~2017, ~~the~~March ~~Company~~31, ~~has~~2018 ~~been~~and ~~pursuing~~June ~~all~~30, ~~available~~2018, ~~remedies at law~~ and inAnnual ~~equity~~Report inon ~~Angola~~Form to10-K, ~~end~~for the period ~~tortious~~ended ~~interference~~December ~~and~~31, ~~protect the Company’s interests in its Angolan Real Estate Assets~~2017.

InThe ~~addition,~~Company onis ~~November~~committed ~~15,~~to ~~2017,~~resolving the ~~Company~~issues ~~commenced~~and afiling ~~lawsuit~~all inrequired ~~the~~financial ~~United~~and ~~States~~other ~~District~~information ~~Court~~with ~~for~~ the ~~District~~Securities ofand ~~Columbia~~Exchange Commission (the “~~Complaint~~SEC”). ~~against~~Until ~~the~~such ~~Angolan~~time, ~~Governmental~~and ~~Trespassers~~in ~~and~~the ~~related~~interest ~~Angolan~~of ~~governmental~~ensuring ~~individuals~~its ~~and~~stakeholders ~~entities~~are appropriately informed, ~~for~~the ~~damages~~Company inthought ~~excess~~it ofprudent ~~$55,000,000,~~to ~~among~~provide ~~other~~the ~~remedies~~following information relevant to its current business operations.

Despite an Angolan court subsequently issuing an order to remove the Angolan Governmental Trespassers from the Angolan Real Estate Assets (the “Angolan Court Order”), 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.Angola

AsOn of February 912, 2018, the Company ~~continues~~filed toa ~~monitor,~~Current ~~manage~~Report ~~and~~on ~~mitigate~~Form ~~damages~~8-K ~~related~~updating toinvestors on the ~~above-referenced~~ongoing ~~illicit~~tortious interference committed by certain governmental individuals and instrumentalities in Angola (the “Angolan Governmental Trespassers”) against the 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”). ~~Recent~~Since ~~developments~~then, ~~have~~the ~~reaffirmed~~Company continues to pursue available remedies at law and in equity in Angola and in the United States to end the tortious interference and protect the Company’s ~~belief~~interests in its Angolan Real Estate Assets. The Company continues its efforts to monitor, manage and mitigate damages related to its Angolan Real Estate Assets and believes that the matter will be resolved ~~without~~ ~~long-term~~in ~~adverse~~the ~~effect~~medium onto ~~the~~long ~~financial~~term ~~condition~~to of the Company’s satisfaction.

~~Forward-Looking Statements~~Namibia

The Company ~~makes~~continues ~~forward-looking~~to ~~statements~~develop inand ~~this~~grow ~~Current~~its ~~Report~~operations onin ~~Form~~affordable ~~8-K~~housing ~~within~~construction ~~the~~in ~~meaning~~Namibia. As of the ~~Private~~date ~~Securities Litigation Reform Act~~ of ~~1995.~~this ~~These~~filing, the ~~statements~~Company ~~may~~has beconstructed ~~preceded~~71 byaffordable homes, ~~followed~~with byan oradditional ~~include~~38 ~~the~~affordable ~~words~~homes ~~“may,”~~under ~~“might~~construction,~~” “will,”~~ ~~“will~~at ~~likely~~its ~~result,”~~principal ~~“should~~construction site,” ~~“estimate,”~~the ~~“plan,”~~Osona ~~“project,” “forecast,”~~Village ~~“intend,”~~Development (“~~expect,”~~Osona ~~“anticipate,~~Village” ~~“believe~~),” ~~“seek,” “continue,”~~approximately ~~“target”~~50km ornorth ~~similar~~of ~~expressions. These forward-looking statements~~Windhoek, ~~which~~Namibia. ~~include~~The ~~statements~~Company ~~regarding~~has ~~the~~entered ~~ongoing~~into ~~dispute in Angola relating to the Company’s real estate assets, involve~~ a ~~number~~land ofpurchase ~~risks~~agreement ~~and~~for ~~uncertainties which~~an ~~may~~additional ~~cause~~100 ~~them~~homes to ~~turn out to~~ be ~~wrong.~~constructed ~~Accordingly,~~at ~~forward-looking~~the ~~statements~~Osona ~~should~~Village ~~not~~for below- ~~relied~~to ~~upon as representing~~middle-income ~~our~~purchasers ~~views~~by asyear-end of2018. ~~any subsequent date~~Further, ~~and~~the weCompany docurrently ~~not~~expects ~~undertake~~to ~~any~~purchase ~~obligation~~additional toland ~~update~~and ~~forward-looking~~begin ~~statements~~construction toon ~~reflect events~~additional oraffordable ~~circumstances~~housing ~~after~~at ~~the~~Osona ~~date they were made~~Village, ~~whether~~beyond asthe a100 ~~result~~homes ofcovered ~~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~~aforementioned ~~entitled~~land ~~“Risk~~purchase ~~Factors”~~agreement, inby ~~our most recent Annual Report on Form 10~~year-~~K and subsequently filed~~end ~~Quarterly Reports on Form 10-Q~~2018.

~~SIGNATURE~~The Company expects positive conditions in the Namibian affordable housing market to continue in the near term. Almost all of the homes constructed by the Company to date have been contracted and sold before construction has been completed. As a result of the continuing strong demand for affordable housing in Namibia, the Company is exploring additional locations outside Osona Village for future housing construction and development. As part of its plans for expansion, the Company has developed a low-cost housing solution that it believes will transform the low- cost housing market by enabling large-scale transition from shack dwellings to formal housing in structured communities with sustainable infrastructure. The Company has entered discussions with local municipalities in Namibia to initiate this low-cost housing solution through a pilot project.

~~Pursuant~~As part of its plans to ~~the~~expedite ~~requirements~~construction oftimes while maintaining quality, the ~~Securities~~Company ~~Exchange~~recently ~~Act~~completed ofits ~~1934~~pilot process for transitioning from “bricks-and-mortar” to concrete panel construction, which has been inspected and approved by local engineers as complying with the ~~registrant~~relevant ~~has~~building ~~duly~~standards, ~~caused~~and ~~this~~by ~~report~~local Namibian banks for the purpose of issuing mortgages on panel homes. The Company expects that its larger rollout of concrete panel construction will enable overall construction times to be ~~signed~~roughly onhalved. By reducing overall construction times, the Company expects to increase its ~~behalf~~scale of construction to better bymeet the ~~undersigned~~growing ~~hereunto~~demand ~~duly~~for ~~authorized~~affordable housing in Namibia.

Dated: February 12, 2018	Africa Growth Corporation
	By:	/s/ Brenton Kuss
		Brenton Kuss Chief Executive Officer

Further, to increase efficiencies and productivity in construction, as well as support the local labor force, the Company invested in and built temporary housing for its workers near Osona Village. The Company also built a warehouse near Osona Village for the storage of materials and has entered into longer-term agreements with key suppliers, thereby streamlining its procurement and deployment process.

The Company remains mindful of environmental considerations and seeks to reduce its environmental impact and promote the use of more sustainable building practices. All of the affordable homes constructed by the Company are built with solar water heating, prepaid electricity meters and optimizing insulation properties. The Company is currently assessing the implementation of solar panels in future housing construction in order to increase reliance on renewable energy sources for home power supply.

Capital Investment

As set forth in its Current Report on Form 8-K, filed on February 12, 2018, AFGC Development Ltd. (“ADEV”), a wholly-owned subsidiary of the Company, entered into a Subscription Agreement on December 15, 2017, with an unaffiliated investor, pursuant to which ADEV issued 20% Convertible Notes (the “Convertible Notes”) to the investor in the aggregate principal amount of $3,000,000. The Company reports that all of the $3,000,000 in proceeds covered by the Convertible Notes has been drawn and has been and will continue to be applied toward low- to middle-income housing construction and development in Namibia, pursuant to the Subscription Agreement.

Since the filing of its Current Report on Form 8-K on February 12, 2018, the Company also reports that ADEV has entered into: (i) a secured revolving medium-term project finance facility with Osana Land Holding (Pty) Ltd in the amount of $1,000,000; and (ii) short-term profit participation agreements with private investors in respect of discrete units under construction, who have invested an aggregate amount of $1,050,000. The purpose of both the secured project finance facility and the profit participation agreements is to further accelerate the growth of the Company’s low- to middle-income housing construction and development business in Namibia.

Africa International Capital Ltd (“AIC”), another wholly-owned subsidiary of the Company, previously had issued U.S.$2,475,000 in 10% Secured Convertible Notes (“Notes”), which were due to mature on July 31, 2018. By unanimous agreement and a special resolution of the holders of the Notes, the maturity date of the Notes was extended from July 31, 2018 to January 31, 2020, in order to provide additional time for the resolution of the ongoing tortious interference in Angola.

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.

	Africa Growth Corporation

	By:	/s/: Brenton Kuss
	Name:	Brenton Kuss
	Title:	Chief Financial Officer

Date: August 08, 2018

Filing Compare · Africa Growth Corp