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:

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Section 1—Registrant’s Business and Operations

On October 6, 2017 (the “Closing Date”), REAC Group, Inc. (the “Company”) issued to an institutional accredited investor (“Investor”) a Convertible Promissory Note (the “Note”) in the principal amount of $150,000 (the “Financing”). There is no material relationship between the Company or its affiliates and the Investor, and the Company paid no commissions or other placement agent fees.

The Financing shall be paid in tranches with the initial tranche being $20,000 upon execution of the Note.  The maturity date for each tranche funded shall be twelve (12) months from the effective date of each payment (each a “Maturity Date”), however each tranche funded can be converted into shares of the Company’s common stock six (6) months from the funding of that respective tranche.  The conversion price equal to 50% of the lowest trading price per share during the previous ten (10) trading days.

The foregoing summary description of the terms of the Transaction Documents may not contain all information that is of interest to the reader. For further information regarding the terms of the Transaction Documents, reference is made to such Transaction Documents, which are filed hereto as Exhibits 10.1 and 10.2, and are incorporated herein by this reference.

Section 2—Financial Information

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant

The information provided above in “Item 1.01—Entry into a Material Definitive Agreement” of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Section 3—Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

The information provided above in “Item 1.01—Entry into a Material Definitive Agreement” of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The issuance of the Note and the issuance of the shares of the Company’s common stock upon conversion of any part of the outstanding interest or principal amount of the Note is exempt from registration under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions from the registration requirements of the Act in transactions not involved in a public offering pursuant to Rule 506(b) of Regulation D, as promulgated by the Securities and Exchange Commission under the Act.

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Item 9.01. Financial Statements and Exhibits.

d.Exhibits 

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.

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