SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
of Report (Date of earliest event reported) October 13, 2017
Pacific Holding Corp
name of registrant as specified in its charter)
or other jurisdiction
Gordon’s Corner Road, Suite 1A Manalapan, NJ 07726
of principal executive offices)
telephone number, including area code 732-845-0906
NW 16th Street, Boca Raton, FL 33432
name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
3 - Securities and Trading Markets
3.03 Material Modification to Rights of Security Holders.
October 3, 2017 pursuant to the written consent of the majority of the shareholders in lieu of a meeting, Sun Pacific Holding
Corp., f/k/a EXOlifestyle, Inc. (the “Company”) filed a Certificate of Change with the state of Nevada in order to
implement a 50:1 reverse stock split of the common stock of the Company. The Certificate of Change did not amend the number of
authorized shares available for issuance. All fractional shares were rounded up to the nearest whole share. On October 13, 2017,
FINRA approved the reverse stock split and deemed the action effective.
to Acquisition Agreement closed on August 24, 2017 (the “Acquisition Agreement”), the Company issued exactly 1,000,000
shares of Series B Preferred Stock to various parties as part of the final transaction. The Series B Preferred Stock is convertible
into common stock at a rate equal to 30.8565 per share upon the effectiveness of a reverse stock split at a ratio of 50:1. On
October 13, 2017, FINRA approved the reverse stock split, and thus the Series B Preferred Stock was converted into common for
a total of 30,856,500 shares of common capital stock. For more information, please see the Form 8-K filed on August 18, 2017 and
Exhibit 3.1 thereof.
as a condition precedent to closing the Acquisition Agreement, the Company entered into those certain Settlement Agreements with
five separate parties to convert their debts into common stock at a rate of $.0489 per share. The total debt being settled was
$833,787 in exchange for 17,052,925 shares of common capital stock. The settlement was deemed to be effective upon the effectiveness
of the reverse stock split on October 13, 2017. For more information, please see the Form 8-K filed on August 18, 2017 and Exhibit
copy of the state filing is filed as Exhibit 3.2, and incorporated by reference.
5 – Corporate Governance and Management
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
October 3, 2017, pursuant to the written consent of the majority of the shareholders in lieu of a meeting, Sun Pacific Holding
Corp., f/k/a EXOlifestyle, Inc. (the “Company”) filed a Certificate of Amendment with the state of Nevada to change
the name of the Company from EXOlifestyle, Inc. to Sun Pacific Holding Corp. The corporate action was submitted to FINRA and was
deemed effective on October 13, 2017. Our common stock is now listed with OTCQB as OTCQB:EXOLD for a period of 20 trading days
from the effective date, indicating a corporate action has occurred. On the 21st day, the Company’s common stock
will begin trading under the symbol OTCQB:SNPW.
copy of the state filing is filed as Exhibit 3.1, and incorporated by reference.
9 - Financial Statements and Exhibits
9.01 Financial Statements and 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 hereunto duly authorized.
Pacific Holding Corp.|