0001493152-17-006439.txt : 20170609 0001493152-17-006439.hdr.sgml : 20170609 20170609170020 ACCESSION NUMBER: 0001493152-17-006439 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170608 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20170609 DATE AS OF CHANGE: 20170609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXOlifestyle, Inc. CENTRAL INDEX KEY: 0001343465 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 901119774 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51935 FILM NUMBER: 17903626 BUSINESS ADDRESS: STREET 1: 399 NW 2ND AVENUE STREET 2: SUITE 216 CITY: BOCA RATON STATE: FL ZIP: 33432 BUSINESS PHONE: 561-939-2520 MAIL ADDRESS: STREET 1: 399 NW 2ND AVENUE STREET 2: SUITE 216 CITY: BOCA RATON STATE: FL ZIP: 33432 FORMER COMPANY: FORMER CONFORMED NAME: PF Hospitality Group, Inc. DATE OF NAME CHANGE: 20151202 FORMER COMPANY: FORMER CONFORMED NAME: KALAHARI GREENTECH INC. DATE OF NAME CHANGE: 20081231 FORMER COMPANY: FORMER CONFORMED NAME: NEXTGEN BIOSCIENCE INC. DATE OF NAME CHANGE: 20071101 8-K 1 form8-k.htm

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): June 8, 2017

EXOLIFESTYLE, INC.

(Exact name of Registrant as specified in its charter)

Nevada

000-51935

90-1119774

(State or other Jurisdiction of

Incorporation or organization)

(Commission

File Number)

(IRS Employer

I.D. No.)

136 NW 16^th Street, Boca Raton, FL		33432
(Address of principal executive offices)		(Zip Code)

(561) 939-2520

(Registrants’s telephone number, including area code)

N/A

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

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 (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule l 4a- l 2 under the Exchange Act ( 17 CFR 240. l 4a- l 2)

[ ]	Pre-commencement communications pursuant to Rule l 4d-2(b) under the Exchange Act (17 CFR 240. l 4d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l 3e-4(c))

ITEM 3.02 Unregistered Sales of Equity Securities.

As of June 2, 2017, we had outstanding a total of 148,806,566 shares of common stock. Since that date, we have issued an additional 6,233,333 shares of common stock as follows: (i) on or about June 8, 2017 we issued 6,233,333 shares of common stock to one entity pursuant to the conversion of a certain convertible debenture dated June 27, 2015 at a conversion price of $0.0015 per share of common stock.

The issuances of the above shares of common stock were exempt from the registration requirements of Section 5 of the Securities Act of 1933 (the “Act”) pursuant to Section 4(a)(2) thereto as isolated transactions not involving a public offering. Following the issuances and as of the date of this filing, the Registrant has a total of 155,039,899 shares of common stock issued and outstanding.

SIGNATURE PAGE

Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EXOLifestyle, Inc.

Dated: June 9, 2017	By:	/s/ Vaughan Dugan
		Vaughan Dugan
		Chief Financial Officer