Washington, D. C. 20549






Pursuant to Section 13 Or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 12, 2017



(Exact name of Registrant as specified in its charter)



Nevada   000-51935   90-1119774
(State or other Jurisdiction of   (Commission   (IRS Employer
Incorporation or organization)   File Number)   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)



(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 8, 2017, we had outstanding a total of 155,039,899 shares of common stock. Since that date, we have issued an additional 7,425,000 shares of common stock as follows: (i) on or about June 12, 2017 we issued 7,425,000 shares of common stock to one entity pursuant to the conversion of a certain convertible debenture dated July 20, 2016 at a conversion price of $0.0011 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 162,464,899 shares of common stock issued and outstanding.






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 13, 2017 By:  /s/ Vaughan Dugan
    Vaughan Dugan
    Chief Financial Officer