UNITED STATES

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) ~~April~~September 2512, 2018

AG Acquisition Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-55785

82-0776144

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

330 Clematis Street, Suite 217 West Palm Beach, FL		33401
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 341-2684

~~ZIVARO Holdings, Inc.~~n/a

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K 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 [X]

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 pursuant to Section 13(a) of the Exchange Act. [ ]

Item 51.~~03.~~02 ~~Amendments~~Termination ~~to Articles~~ of ~~Incorporation~~a orMaterial ~~Bylaws;~~Definitive ~~Change in Fiscal Year~~Agreement.

On ~~April~~October 2523, ~~2018~~2017, ~~the~~AG ~~Board~~Acquisition ofGroup, ~~Directors~~Inc. (the “~~Board~~Company”) ofentered ~~ZIVARO~~into ~~Holdings,~~a ~~Inc.~~Merger ~~(now~~Agreement ~~known as AG Acquisition Group, Inc.)~~ (the “~~Company~~Merger Agreement”) with ~~deemed~~AG-GT itMerger ~~beneficial~~Sub, toInc., ~~the~~a ~~Company~~wholly ~~and~~owned ~~its~~subsidiary ~~shareholders~~of ~~to change~~ the Company~~’s name~~ ~~from~~(“Merger ~~ZIVARO Holdings~~Sub”), ~~Inc.~~Global toTechnology ~~AG Acquisition Group~~Resources, Inc. (~~the~~ “~~Name Change~~GTRI”)~~. Accordingly~~, onGregory ~~April 25~~Byles, ~~2018, the~~as ~~Company~~representative ~~filed~~of ~~with~~ the ~~Delaware~~shareholders ~~Secretary~~ of ~~State~~GTRI (each, a ~~Certificate~~“GTRI ofShareholder” and ~~Amendment~~collectively, to the ~~Certificate~~“GTRI ofShareholders”) ~~Incorporation~~and of the ~~Company~~ GTRI Shareholders, pursuant to ~~effect~~which the ~~Name~~parties ~~Change~~agreed ~~(the~~that ~~“Certificate~~Merger Sub ofwould ~~Amendment”).~~merge ~~The~~with ~~Certificate~~and ofinto ~~Amendment~~GTRI, ~~provides~~with ~~that~~GTRI being the ~~Name~~surviving ~~Change shall~~entity be(the ~~effective~~“Merger”), onin ~~April~~accordance ~~25,~~with ~~2018.~~the ~~The~~terms and ~~Certificate~~conditions of ~~Amendment~~the isMerger ~~attached~~Agreement, ~~hereto~~ as ~~Exhibit 3~~amended.~~1 and is incorporated herein by reference.~~

~~The~~As ~~Name~~previously ~~Change~~reported ~~was approved~~ by the ~~Board~~Company byon ~~written~~its ~~consent~~current inreport ~~lieu~~on ofForm a8-K ~~meeting~~filed with the Securities and Exchange Commission on April 5, 252018, on March 30, 2018, the Company, Merger Sub, GTRI and Gregory Byles, as representative of the GTRI Shareholders entered into Amendment No. ~~Pursuant~~5 to ~~Section~~Merger ~~242~~Agreement of(the “Fifth Amendment”), pursuant to which the parties extended the termination ~~Delaware~~date ~~General~~under ~~Corporation~~the ~~Law~~Merger Agreement, ~~shareholder~~as ~~approval~~amended, isfrom ~~not~~March ~~required~~31, 2018 to ~~complete~~April 9, 2018. The purpose of the ~~Name~~extension ~~Change~~was ~~and/or~~to provide the parties with additional time to ~~approve~~complete orthe ~~effect~~Merger and the other transactions as set forth in the Merger Agreement. No other changes were made to the ~~Certificate~~Merger ofAgreement, as amended, in the Fifth Amendment.

~~Item~~However to date the closing of the Merger has not occurred and since the April 9~~.01.~~, ~~Financial~~2018, ~~Statements~~termination date has passed, on September 12, 2018, the Company gave notice to GTRI and ~~Exhibits~~the GTRI Shareholders that it elected to terminate the Merger Agreement on September 13, 2018, pursuant to Section 7.03(f) of the Merger Agreement (the “Termination of the Merger Agreement”).

~~(d)~~There ~~Exhibits~~were no termination penalties incurred or payable by the Company in connection with the Termination of the Merger Agreement.

Exhibit No.		Description
3.1		Certificate of Amendment to the Certificate of Incorporation of the registrant.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

In connection with the Termination of the Merger Agreement, and since John Vasquez was appointed as the Company’s Chief Executive Officer on March 30, 2018, in anticipation of the closing of the Merger, on September 12, 2018, pursuant to and in accordance with, the Company’s Bylaws, the Company’s board of directors removed John Vasquez from his position as the Chief Executive Officer. There were no disagreements between Mr. Vasquez and the Company as to its operations, policies or practices.

Simultaneously, on September 12, 2018, the Company’s board of directors, appointed Howard Gostfrand, who is currently a member of the Company’s board of directors, and who had served as the Chief Executive Officer and director of the Company from February 23, 2017 until March 30, 2018, to serve as the Company’s Chief Executive Officer effective September 12, 2018, and to serve in such position until his earlier death, resignation or removal from office.

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.

	AG ACQUISITION GROUP, INC.
Date: April 25, 2018	By:	/s/ Laura Anthony
Date: September 13, 2018	By:	/s/ Laura Anthony
	Name:	Laura Anthony
	Title:	Chief Financial Officer

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