SNPW / Sun Pacific Holding Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Sun Pacific Holding Corp.
US ˙ OTCPK

Mga Batayang Estadistika
CIK 1343465
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sun Pacific Holding Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
July 16, 2024 15-12G/A

FORM 15/A Amendment #2

OMB APPROVAL OMB Number:3235-0167 UNITED STATES Expires:July 31, 2024 SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 16, 2024 15-12G/A

FORM 15

OMB APPROVAL OMB Number:3235-0167 UNITED STATES Expires:July 31, 2024 SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 15, 2024 15-12G

FORM 15

OMB APPROVAL OMB Number:3235-0167 UNITED STATES Expires:July 31, 2024 SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 1, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

February 16, 2024 8-K

Material Modification to Rights of Security Holders

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) February 16, 2024 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commissio

November 20, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51935 Sun Pacific Holding Corp (Exact Name of Registrant as Specified in Its Charter) Nevada 90-1119774 (State or Other Jurisdiction of Incorporation or Organization) (I.

November 14, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report

October 23, 2023 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C (RULE 14C-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Prelimina

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C (RULE 14C-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-5(d) (1)) ☒ Definitive Information Statement SUN PAC

October 13, 2023 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C (RULE 14C-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Prelimina

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C (RULE 14C-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-5(d) (1)) ☐ Definitive Information Statement SUN PAC

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51935 Sun Pacific Holding Corp (Exact Name of Registrant as Specified in Its Charter) Nevada 90-1119774 (State or Other Jurisdiction of Incorporation or Organization) (I.

June 22, 2023 8-K

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

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 22, 2023 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission Fi

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51935 Sun Pacific Holding Corp (Exact Name of Registrant as Specified in Its Charter) Nevada 90-1119774 (State or Other Jurisdiction of Incorporation or Organization) (I.

April 18, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55785 Sun Pacific Holdin

April 10, 2023 8-K

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

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 10, 2023 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction (Commission (IRS Employer of in

April 3, 2023 NT 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

March 31, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

January 24, 2023 8-K

Material Modification to Rights of Security Holders

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) January 24, 2023 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction (Commission (IRS Employer of

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51935 Sun Pacific Holding Corp (Exact Name of Registrant as Specified in Its Charter) Nevada 90-1119774 (State or Other Jurisdiction of Incorporation or Organization) (I.

November 14, 2022 8-K

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

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) November 14, 2022 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commissio

October 17, 2022 8-K

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

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) October 17, 2022 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission

August 19, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51935 Sun Pacific Holding Corp (Exact Name of Registrant as Specified in Its Charter) Nevada 90-1119774 (State or Other Jurisdiction of Incorporation or Organization) (I.

August 15, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Trans

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Fo

July 28, 2022 8-K/A

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 28, 2022 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission

July 28, 2022 8-K

Current Report

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) May 17, 2022 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission Fil

May 20, 2022 8-K

Current Report

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) May 20, 2022 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission Fil

May 17, 2022 8-K

Current Report

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) May 17, 2022 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission Fil

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51935 Sun Pacific Holding Corp (Exact Name of Registrant as Specified in Its Charter) Nevada 90-1119774 (State or Other Jurisdiction of Incorporation or Organization) (I.

April 15, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55785 Sun Pacific Holdin

April 11, 2022 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C (RULE 14C-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Prelimina

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C (RULE 14C-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-5(d) (1)) ? Definitive Information Statement SUN PAC

March 30, 2022 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

NT 10-K 1 formnt10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 1

March 24, 2022 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C (RULE 14C-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Prelimina

PRE 14C 1 formpre14c.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C (RULE 14C-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-5(d) (1)) ☐ Definitive Info

November 22, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51935 Sun Pacific Holding Corp (Exact Name of Registrant as Specified in Its Charter) Nevada 90-1119774 (State or Other Jurisdiction of Incorporation or Organization) (I.

November 16, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report

August 23, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51935 Sun Pacific Holding Corp (Exact Name of Registrant as Specified in Its Charter) Nevada 90-1119774 (State or Other Jurisdiction of Incorporation or Organization) (I.

August 16, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2021 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transition Report on Form 10-Q ☐Tra

June 3, 2021 8-K

Entry into a Material Definitive Agreement

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) May 28, 2021 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission Fil

May 17, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51935 Sun Pacific Holding Corp (Exact Name of Registrant as Specified in Its Charter) Nevada 90-1119774 (State or Other Jurisdiction of Incorporation or Organization) (I.

May 10, 2021 8-K

Current Report

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) May 7, 2021 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission File

April 16, 2021 10-K

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55785 Sun Pacific Ho

March 30, 2021 NT 10-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q

February 18, 2021 8-K

Material Modification to Rights of Security Holders

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) February 17, 2021 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commissio

February 2, 2021 8-K

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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) January 29, 2021 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission

December 17, 2020 10-K/A

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-

December 17, 2020 CORRESP

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CORRESP 1 filename1.htm SUN PACIFIC HOLDING CORP. December 17, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F. Street, N.E. Washington, D.C. 20549 ATTN: Scott Stringer & Lyn Shenk RE: Sun Pacific Holding Corp. Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2019 Filed December 7, 2020 File No. 000

December 7, 2020 10-K/A

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-5

December 7, 2020 CORRESP

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CORRESP 1 filename1.htm SUN PACIFIC HOLDING CORP. December 7, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F. Street, N.E. Washington, D.C. 20549 ATTN: Scott Stringer & Lyn Shenk RE: Sun Pacific Holding Corp. Form 10-K for the Fiscal Year Ended December 31, 2019 Filed May 20, 2020 File No. 000-51935 To Whom It May Co

November 24, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51935 Sun Pacific Holding Corp (Exact Name of Registrant as Specified in Its Charter) Nevada 90-1119774 (State or Other Jurisdiction of Incorporation or Organization) (I.

November 16, 2020 NT 10-Q

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q

October 21, 2020 8-K

Other Events -

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) October 16, 2020 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission

September 3, 2020 8-K

Other Events -

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) August 31, 2020 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction (Commission (IRS Employer of i

August 28, 2020 8-K

Material Modification to Rights of Security Holders

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) August 25, 2020 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 90-1119774 000-51935 (State or other jurisdiction (Commission (IRS Employer of i

August 19, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51935 Sun Pacific Holding Corp (Exact Name of Registrant as Specified in Its Charter) Nevada 90-1119774 (State or Other Jurisdiction of Incorporation or Organization) (I.

August 13, 2020 NT 10-Q

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]

July 31, 2020 8-K

Other Events

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) July 29, 2020 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission Fi

June 30, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51935 Sun Pacific Holding Corp (Exact Name of Registrant as Specified in Its Charter) Nevada 90-1119774 (State or Other Jurisdiction of Incorporation or Organization) (I.

May 20, 2020 10-K

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55785 Sun Pacific Ho

May 14, 2020 8-K

Other Events

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) March 4, 2020 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission Fi

April 20, 2020 SC 13G

SNPW / Sun Pacific Holding Corp. / Brown Randy Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sun Pacific Holdings (Name of Issuer) Common (Title of Class of Securities) 86686Y105 (CUSIP Number) 3/23/2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed

March 30, 2020 8-K

Other Events

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) March 4, 2020 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission Fi

March 30, 2020 NT 10-K

SNPW / Sun Pacific Holding Corp. NT 10-K - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2019 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q

January 31, 2020 8-K

Current Report

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) January 29, 2020 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission

January 28, 2020 EX-99.1

Patent Number US 10,529,880 B2 issued on January 7, 2020

Exhibit 99.1

January 28, 2020 8-K

Financial Statements and Exhibits

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) January 7, 2020 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission

January 6, 2020 8-K

Financial Statements and Exhibits

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) January 6, 2020 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission

January 6, 2020 EX-99.1

Patent Number US 10,522,700 B2 issued on December 31, 2019

Exhibit 99.1

January 2, 2020 EX-99.1

Patent Number US 10,522,701 B2 issued on December 31, 2019

Exhibit 99.1

January 2, 2020 8-K

Financial Statements and Exhibits

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) January 2, 2020 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission

November 27, 2019 8-K

Financial Statements and Exhibits

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) November 26, 2019 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commissio

November 27, 2019 EX-99.1

Patent Number US 10,490,682 B2 issued on November 26, 2019

Exhibit 99.1

November 19, 2019 10-Q

PFHS / PF Hospitality Group, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51935 Sun Pacific Holding Corp (Exact Name of Registrant as Specified in Its Charter) Nevada 90-1119774 (State or Other Jurisdiction of Incorporation or Organization) (I.

November 14, 2019 NT 10-Q

PFHS / PF Hospitality Group, Inc. NT 10-Q - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2019 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-

October 22, 2019 EX-99.1

Sun Pacific Holding Corporation Subsidiary MedRecycler-RI, Inc. Enters into Profit Participation Partnership Agreement with Equipment Manufacturer for $3.1 Million Equipment Contribution to Produce HCL

Sun Pacific Holding Corporation Subsidiary MedRecycler-RI, Inc. Enters into Profit Participation Partnership Agreement with Equipment Manufacturer for $3.1 Million Equipment Contribution to Produce HCL MANALAPAN, N.J., October 21, 2019 – Sun Pacific Holding Corp. (OTHER OTC: SNPW) announces that its subsidiary, MedRecycler–RI, Inc. (“MedRecycler”), has entered into a profit participation partnersh

October 22, 2019 8-K

Financial Statements and Exhibits

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) October 21, 2019 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction (Commission (IRS Employer of

October 15, 2019 8-K

Entry into a Material Definitive Agreement

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) October 9, 2019 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction (Commission (IRS Employer of i

August 26, 2019 DEF 14C

PFHS / PF Hospitality Group, Inc. DEF 14C - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14C-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-5(d) (1)) [X] Definitive Information Statement S

August 19, 2019 10-Q

PFHS / PF Hospitality Group, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51935 Sun Pacific Holding Corp (Exact Name of Registrant as Specified in Its Charter) Nevada 90-1119774 (State or Other Jurisdiction of Incorporation or Organization) (I.

August 14, 2019 PRE 14C

PFHS / PF Hospitality Group, Inc. PRE 14C - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C (RULE 14C-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-5(d) (1)) [ ] Definitive Information Statement SUN PACIFIC HOLDING CORP.

August 13, 2019 NT 10-Q

PFHS / PF Hospitality Group, Inc. NT 10-Q - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2019 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]

July 12, 2019 8-K

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

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) July 8, 2019 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission Fil

May 23, 2019 10-Q/A

PFHS / PF Hospitality Group, Inc. 10-Q/A - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment #1 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51935 Sun Pacific Holding Corp (Exact Name of Registrant as Specified in Its Charter) Nevada 90-1119774 (State or Other Jurisdiction of Incorporation or Organization) (I.

May 20, 2019 10-Q

PFHS / PF Hospitality Group, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51935 Sun Pacific Holding Corp (Exact Name of Registrant as Specified in Its Charter) Nevada 90-1119774 (State or Other Jurisdiction of Incorporation or Organization) (I.

May 14, 2019 NT 10-Q

PFHS / PF Hospitality Group, Inc. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10K [ ] Form 20F [ ] Form 11K [X] Form 10Q [ ] Form 10D [ ] Form NSAR [ ] Form NCSR For Period Ended: March 31, 2019 [ ] Transition Report on Form 10K [ ] Transition Report on Form 20F [ ] Transition Report on Form 11K [ ] Transition Report on Form 10Q [ ] Transitio

April 4, 2019 EX-10.5

Extension of Forbearance Agreement between the Company and Nicholas Campanella, dated April 3, 2019

April 4, 2019 10-K

PFHS / PF Hospitality Group, Inc. (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55785 Sun Pacific Ho

April 1, 2019 NT 10-K

PFHS / PF Hospitality Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ]Transition Report on Form 10-Q

February 11, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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) January 31, 2019 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction (Commission (IRS Employer of

February 11, 2019 EX-10.1

Guarantee of Payment and Performance between the Company and UMB Bank, N.A., date February 7, 2019

GUARANTY OF PAYMENT AND PERFORMANCE THIS GUARANTY OF PAYMENT AND PERFORMANCE (“Guaranty”) is made as of this 7th day of February 2019, by Sun Pacific Holding Corp.

February 5, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) January 31, 2019 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission

January 11, 2019 EX-10.1

The Forbearance Agreement between the Company and Nicholas Campanella, dated January 11, 2019.

FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of the 11thday of January 2019 (the “Effective Date”), by and between Sun Pacific Holding Corp.

January 11, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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) January 11, 2019 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission

November 14, 2018 10-Q

PFHS / PF Hospitality Group, Inc. 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

August 14, 2018 10-Q

PFHS / PF Hospitality Group, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55785 Sun Pacific Holding Corp (Exact Name of Registrant as Specified in Its Charter) New Jersey 90-1119774 (State or Other Jurisdiction of Incorporation or Organization) (I.

August 6, 2018 10-K/A

PFHS / PF Hospitality Group, Inc. 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment #1 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55785

August 6, 2018 CORRESP

PFHS / PF Hospitality Group, Inc. CORRESP

VIA EDGAR AND HAND DELIVERY Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

June 8, 2018 EX-99.1

Sun Pacific Holding Corp Announces Update on Rhode Island Medical Waste to Energy Project

Sun Pacific Holding Corp Announces Update on Rhode Island Medical Waste to Energy Project MANALAPAN, N.

June 8, 2018 8-K

Regulation FD Disclosure

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 7, 2018 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporatio

June 4, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) May 30, 2018 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporatio

May 15, 2018 10-Q

PFHS / PF Hospitality Group, Inc. 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

April 2, 2018 10-K

PFHS / PF Hospitality Group, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55785 Sun Pacific Ho

March 26, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) March 21, 2018 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporat

January 24, 2018 SC 13G

PFHS / PF Hospitality Group, Inc. / Sierra Trading Corp. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Sun Pacific Holding Corp. (Name of Issuer) Common Stock , $0.0001 par value per share (Title of Class of Securities) 86686Y105 (CUSIP Number) October 13, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

December 5, 2017 SC 13G

PFHS / PF Hospitality Group, Inc. / Bezalel Partners Llc - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BEZALEL PARTNERS LLC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 86686Y105 (CUSIP Number) c/o David Stefansky, 265 East 66th Street, New York, NY 10065 (732) 740-6181 (Name, Address and Telephone

November 20, 2017 10-QT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [ ] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 [X] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from July 1, 2017 to September 30, 2017 Commission File Number: 000-55785 Sun Pacific Holding Corp (Exact Name of Registrant as Specified in Its Charter) New Jersey 90-1119774 (State or Other Jurisdiction of Incorporation or Organization) (I.

November 20, 2017 SC 13G

PFHS / PF Hospitality Group, Inc. / Taconic Group, Llc Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) Information to be included in Statements Filed Pursuant to § 240.

November 14, 2017 NT 10-Q

PFHS / PF Hospitality Group, Inc. 0-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [X] Transition Report on Form 10-Q [ ] Transition Re

November 2, 2017 SC 13G

PFHS / PF Hospitality Group, Inc. / R&t Sports Marketing, Inc. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) Information to be included in Statements Filed Pursuant to § 240.

October 31, 2017 SC 13G

PFHS / PF Hospitality Group, Inc. / Long Side Ventures LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Sun Pacific Holding Corp (Name of Issuer) COMMON (Title of Class of Securities) 86686Y105 (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: o Rule 13d-1(b) o Rule 13d-1(c) o Rule 13d-1(d) *The remainde

October 19, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) October 18, 2017 Sun Pacific Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorpor

October 18, 2017 EX-3.1

Certificate of Amendment filed with the state of Nevada on October 3, 2017

October 18, 2017 8-K

Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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) October 13, 2017 Sun Pacific Holding Corp (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorpora

October 18, 2017 EX-3.2

Certificate of Change (Reverse Stock Split) filed with the state of Nevada on October 3, 2017

September 15, 2017 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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) September 12, 2017 EXOlifestyle, Inc. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (Commission File

September 15, 2017 EX-16.1

Letter from KLJ & Associates, LLP

September 13, 2017 Securities and Exchange Commission 450 Fifth Street N.W. Washington, DC 20549 We have read the statements of EXOlifestyle, Inc., pertaining to our firm included under Item 4.01 of Form 8-K dated September 15, 2017 and agree with such statements as they pertain to our firm. Sincerely, /s/ KLJ & Associates, LLP 5201 Eden Avenue Suite 300 Edina, Minnesota 55436 630.277.2330

September 11, 2017 DEF 14C

PF Hospitality Group 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) [X] Definitive Information Statement` EXOlifestyle, Inc.

August 29, 2017 PRE 14C

PF Hospitality Group 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) [ ] Definitive Information Statement EXOlifestyle, Inc.

August 29, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Changes in Control of Registrant, Other Events, Financial Statements and Exhibits

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) August 24, 2017 EXOlifestyle, Inc. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (

August 29, 2017 EX-10.3

FORM OF AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

FORM OF AMENDMENT TO CONVERTIBLE PROMISSORY NOTE THIS AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (the ?Amendment?) is made effective as of August , 2017 (the ?Effective Date?) by and between EXOlifestyles, Inc.

August 29, 2017 EX-10.2

The Spinoff Agreement with the Company, Randy Romano, and Vaughan Dugan, dated August 24, 2017

August 21, 2017 10-Q

PFHS / PF Hospitality Group, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to 000-51935 (Commission file number) EXOlifestyle, Inc. (Exact name of regis

August 18, 2017 EX-3.1

Designation of Series B and Series C Preferred Stock filed with the state of Nevada on August 11, 2017

EXOLIFESTYLE, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B PREFERRED STOCK AND SERIES C CONVERTIBLE PREFERRED STOCK DESIGNATION OF THE SERIES B PREFERRED STOCK DESIGNATION OF THE SERIES B CONVERTIBLE PREFERRED STOCK Section 1. Designation, Amount, and Par Value. The series of preferred stock shall be designated as Series B Convertible Preferred Stock (the ?Pre

August 18, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

8-K 1 form8k.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) August 11, 2017 EXOlifestyle, Inc. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction of incorporation) (C

August 18, 2017 EX-10.1

The Acquisition Agreement between the Company and Sun Pacific Power Corp., dated August 16, 2017

ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT is made as of the 17th day of August 2017.

August 14, 2017 NT 10-Q

PF Hospitality Group 0-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30th, 2017 [ ] Transition Report on Form 10K [ ] Transition Report on Form 20F [ ] Transition Report on Form 11K [ ] Transition Report on Form 10Q [ ] T

June 13, 2017 8-K

Current Report

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 12, 2017 EXOLIFESTYLE, INC. (Exact name of Registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other Jurisdiction of (Commission (IRS Employer Incorpor

June 9, 2017 8-K

Current Report

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) (Com

June 5, 2017 8-K

Current Report

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 1, 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) (Com

May 30, 2017 8-K

Current Report

8-K 1 form8k.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): May 25, 2017 EXOLIFESTYLE, INC. (Exact name of Registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other Jurisdiction of (Commission (IRS E

May 17, 2017 8-K

Current Report

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): May 15, 2017 EXOLIFESTYLE, INC. (Exact name of Registrant as specified in its charter) Nevada (State or other Jurisdiction of Incorporation or organization) 000-51935 (Commission Fil

May 12, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to 000-51935 (Commission file number) EXOlifestyle, Inc. (Exact name of regi

May 9, 2017 8-K

Current Report

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): May 5, 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) (Comm

April 12, 2017 8-K

Current Report

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 7, 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) (Co

February 7, 2017 8-K

Unregistered Sales of Equity Securities

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): February 7, 2017 EXOLIFESTYLE, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-51935 90-1119774 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorpo

February 7, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2016 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to 000-51935 (Commission file number) EXOlifestyle, Inc. (Exact name of r

January 11, 2017 EX-10.1

OPTION AGREEMENT Dated as of January 10, 2017

OPTION AGREEMENT Dated as of January 10, 2017 This Option Agreement in executed as of the date first set forth above, by and between EXOLifestyle, Inc.

January 11, 2017 EX-3.1

EX-3.1

January 11, 2017 8-K

PF Hospitality Group (Current Report/Significant Event)

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): January 5, 2017 EXOLIFESTYLE, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-51935 90-1119774 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

January 9, 2017 EX-21.1

SUBSIDIARIES

Exhibit 21.1 SUBSIDIARIES Entity Jurisdiction of Organization Pizza Fusion Holdings, Inc. Florida Shaker & Pie, Inc. Florida EXO:EXO, Inc. Wyoming

January 9, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-51935 EXOlifestyle, Inc. (Exact name of

December 29, 2016 NT 10-K

PF Hospitality Group 0-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER: 000-51935 CUSIP NUMBER: 69342Y 107 NOTIFICATION OF LATE FILING (Check One) [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Re

December 22, 2016 8-K

Unregistered Sales of Equity Securities

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): December 16, 2016 EXOLIFESTYLE, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-51935 90-1119774 (State or Other Jurisdiction of Incorporation) (Commission File Num

November 14, 2016 EX-99

EXOlifestyle, Inc. is Pleased to Announce a 106% Increase in Revenue in Q3 of 2016

EXOlifestyle, Inc. is Pleased to Announce a 106% Increase in Revenue in Q3 of 2016 BOCA RATON, Fla., Nov. 7, 2016 /PRNewswire/ ? EXOlifestyle, Inc. (OTCQB: EXOL), a management firm which develops and operates innovative and healthy brands within the health & wellness industry with a strong focus on athletic apparel, is pleased to announce that it has had a 106% increase in revenue for Q3 of 2016.

November 14, 2016 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 7, 2016 EXOLIFESTYLE, INC. (Exact name of Registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other Jurisdiction of Incorporation or organization)

September 28, 2016 8-K

Other Events

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): September 23, 2016 EXOLIFESTYLE, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-51935 90-1119774 (State or Other Jurisdiction of Incorporation) (

September 23, 2016 DEF 14C

PF Hospitality Group 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement PF HOSPITALITY GROUP, INC.

September 20, 2016 EX-10.1

Midam Ventures, LLC. ENGAGEMENT LETTER September 15, 2016

Midam Ventures, LLC. ENGAGEMENT LETTER September 15, 2016 VIA EMAIL/FAX/REGULAR MAIL I am very pleased that you have selected Midam Ventures, LLC. (hereinafter ?Midam?) to act as Product Marketing, Public Relations & Investor Relations Firm to PF Hospitality Group, Inc. Midam intends to bring greater market exposure and awareness to the products produced and marketed by the PF Hospitality. With ou

September 20, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 15, 2016 PF HOSPITALITY GROUP, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-51935 90-1119774 (State or Other Jurisdiction (Commission (I.R.S. Employer

September 8, 2016 PRE 14C

PF Hospitality Group 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement PF HOSPITALITY GROUP, INC.

September 8, 2016 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 1, 2016 PF HOSPITALITY GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-51935 90-1119774 (State or other jurisdiction (Commissio

September 8, 2016 EX-3.1

ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION PF HOSPITALITY GROUP, INC.

ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF PF HOSPITALITY GROUP, INC. Pursuant to NRS 78.403 under Nevada General Corporation Law (Title 7, Chapter 78 of the Nevada Revised Statutes), PF HOSPITALITY GROUP, INC., a Nevada corporation (the “Corporation”) hereby amends Article I of its Articles of Incorporation as follows: ARTICLE I - NAME The name of the corporation is: EXOlifestyle, Inc.

August 18, 2016 EX-10.1

AMENDMENT TO ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURES DUE JULY 27, 2020

AMENDMENT TO ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURES DUE JULY 27, 2020 THIS AMENDMENT TO AMENDMENT TO ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE DUE July 27, 2020 (the “Amendment”) is made effective as of July 26, 2016 by and between PF Hospitality Group, Inc.

August 18, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to 000-51935 (Commission file number) PF Hospitality Group, Inc. (Exact name

August 15, 2016 NT 10-Q

PF Hospitality Group 0-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER: 000-51935 CUSIP NUMBER: 69342Y 107 NOTIFICATION OF LATE FILING (Check One) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report

August 15, 2016 NT 10-Q

PF Hospitality Group 0-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER: 000-51935 CUSIP NUMBER: 69342Y 107 NOTIFICATION OF LATE FILING (Check One) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report

July 26, 2016 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) July 20, 2016 PF HOSPITALITY GROUP, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-51935 90-1119774 (State or Other Jurisdiction of Incorporation) (Commission File

July 26, 2016 EX-10.1

CONVERTIBLE DEBENTURE DUE November 30, 2020

Exhibit 10.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

July 26, 2016 EX-10.2

form of STOCK PLEDGE AGREEMENT

Exhbit 10.2 form of STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (as may be amended, restated or modified from time to time, this ?Pledge Agreement?), dated as of July , 2016 made by and between [], as pledgor (the ?Pledgor?), and R & T Sports Marketing, Inc., a Florida corporation, as pledgee (the ?Pledgee?). W I T N E S S E T H: WHEREAS, PF Hospitality Group, Inc., a Nevada corporation (th

May 20, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to 000-51935 (Commission file number) PF Hospitality Group, Inc. (Exact name

May 16, 2016 NT 10-Q

PF Hospitality Group 0-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER: 000-51935 CUSIP NUMBER: 69342Y 107 NOTIFICATION OF LATE FILING (Check One) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report

March 3, 2016 EX-10.1

INVESTMENT BANKING ENGAGEMENT AGREEMENT

Exhibit 10.1 INVESTMENT BANKING ENGAGEMENT AGREEMENT February 29, 2016 Vaughan P. Dugan Randy Romano PF Hospitality Group, Inc. 399 NW 2nd Avenue Suite 216 Boca Raton, FL 33432 Dear Sirs: Newbridge Securities Corporation (?Newbridge?) is pleased to provide investment banking and financial advisory services to PF Hospitality Group, Inc., a Nevada corporation, (the ?Company) with respect to identify

March 3, 2016 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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) February 29, 2016 PF HOSPITALITY GROUP, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-51935 90-1119774 (State or Other Jurisdiction of Incorporat

February 25, 2016 EX-99.1

EXO:EXO, INC. INDEX TO FINANCIAL STATEMENTS

EXHIBIT 99.1 EXO:EXO, INC. INDEX TO FINANCIAL STATEMENTS Condensed Balance Sheets as of September 30, 2015 (unaudited) and December 31, 2014 2 Unaudited Condensed Statements of Operations for the Nine Months ended September 30, 2015 and 2014 3 Unaudited Condensed Statements of Cash Flows for the Nine Months ended September 30, 2015 and 2014 4 Notes to the Financial Statements for the Nine Months e

February 25, 2016 EX-99.2

PF HOSPITALITY GROUP, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.2 4 ex99-2.htm EXHIBIT 99.2 PF HOSPITALITY GROUP, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information is based on the historical financial statements of PF Hospitality Group, Inc. (the “Company”) and EXO:EXO, Inc. (“EXO) after entering into an agreement on December 16, 2015 to acquire EXO. The notes to t

February 25, 2016 8-K/A

Financial Statements and Exhibits

8-K/A 1 form8-ka.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 16, 2015 PF HOSPITALITY GROUP, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-51935 90-1119774 (State or Other Jur

February 17, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2015 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to 000-51935 (Commission file number) PF Hospitality Group, Inc (Exact na

February 16, 2016 NT 10-Q

PF Hospitality Group 0-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER: 000-51935 CUSIP NUMBER: 69342Y 107 NOTIFICATION OF LATE FILING (Check One) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2015 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Rep

February 5, 2016 CORRESP

PF Hospitality Group ESP

legal & compliance, llc laura aNTHONy, esq. LAZARUS ROTHSTEIN, ESQ. CHAD FRIEND, ESQ., LLM SCOTT BUSCEMI, ESQ. www.legalandcompliance.com WWW.SECURITIESLAWBLOG.COM WWW.LAWCAST.COM OF COUNSEL: JOHN CACOMANOLIS, ESQ. CRAIG D. LINDER, ESQ. PETER P. LINDLEY, ESQ., CPA, MBA STUART REED, ESQ. MARC S. WOOLF, ESQ. E-MAIL: [email protected] February 5, 2016 VIA ELECTRONIC EDGAR FILING Justi

February 5, 2016 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-51935 PF HOSPITALITY GROUP, INC. (Exact

February 5, 2016 10-12G/A

PF Hospitality Group 2G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 (Amendment No. 3 ) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 PF HOSPITALITY GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 80-0379897 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ident

February 1, 2016 CORRESP

PF Hospitality Group ESP

legal & compliance, llc laura aNTHONy, esq. LAZARUS ROTHSTEIN, ESQ. CHAD FRIEND, ESQ., LLM SCOTT BUSCEMI, ESQ. OF COUNSEL: JOHN CACOMANOLIS, ESQ. CRAIG D. LINDER, ESQ. PETER P. LINDLEY, ESQ., CPA, MBA STUART REED, ESQ. MARC S. WOOLF, ESQ. www.legalandcompliance.com WWW.SECURITIESLAWBLOG.COM WWW.LAWCAST.COM E-MAIL: [email protected] February 1, 2016 VIA ELECTRONIC EDGAR FILING Justi

January 13, 2016 EX-21.1

SUBSIDIARIES

Exhibit 21.1 SUBSIDIARIES Entity Jurisdiction of Organization Shaker & Pie, Inc. Florida EXO:EXO, Inc. Wyoming

January 13, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-51935 PF HOSPITALITY GROUP, INC. (Exact name of registrant a

January 5, 2016 CORRESP

PF Hospitality Group ESP

legal & compliance, llc laura aNTHONy, esq. LAZARUS ROTHSTEIN, ESQ. CHAD FRIEND, ESQ., LLM SCOTT BUSCEMI, ESQ. OF COUNSEL: JOHN CACOMANOLIS, ESQ. CRAIG D. LINDER, ESQ. PETER P. LINDLEY, ESQ., CPA, MBA STUART REED, ESQ. MARC S. WOOLF, ESQ. www.legalandcompliance.com WWW.SECURITIESLAWBLOG.COM WWW.LAWCAST.COM DIRECT E-MAIL: [email protected] January 5, 2016 VIA ELECTRONIC EDGAR FILING J

January 5, 2016 EX-10.6

CONVERTIBLE DEBENTURE DUE November 30, 2020

EX-10.6 2 ex10-6.htm NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTI

January 5, 2016 10-12G/A

PF Hospitality Group 2G/A

10-12G/A 1 form10-12ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 (Amendment No. 2 ) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 PF HOSPITALITY GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 80-0379897 (State or other jurisdiction of incorporation or organizat

December 29, 2015 NT 10-K

PF Hospitality Group 0-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-51935 NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2015 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Tra

December 22, 2015 EX-10.1

STOCK EXCHANGE AGREEMENT by and among PF HOSPITALITY GROUP, INC., a Nevada Corporation EXO:EXO, INC., A Wyoming corporation SLOANE MCCOMB, AS THE SOLE SHAREHOLDER of EXO:EXO, INC. Dated as of December 16, 2015 TABLE OF CONTENTS

EXHIBIT 10.1 Execution Copy STOCK EXCHANGE AGREEMENT by and among PF HOSPITALITY GROUP, INC., a Nevada Corporation and EXO:EXO, INC., A Wyoming corporation and SLOANE MCCOMB, AS THE SOLE SHAREHOLDER of EXO:EXO, INC. Dated as of December 16, 2015 TABLE OF CONTENTS PAGE ARTICLE I REPRESENTATIONS, COVENANTS, AND WARRANTIES OF EXO AND SHAREHOLDER 1 Section 1.01 Incorporation. 1 Section 1.02 Authorized

December 22, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Regulation FD Disclosure

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): December 22, 2015 (December 16, 2015) PF HOSPITALITY GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-51935 80-0379897 (State or other j

December 22, 2015 EX-99.1

PF Hospitality Group Acquires National Athletic Brand, EXO, As Anchor to Company’s Retail Health & Wellness Division

EX-99.1 3 ex99-1.htm PF Hospitality Group Acquires National Athletic Brand, EXO, As Anchor to Company’s Retail Health & Wellness Division BOCA RATON, FL (December 22, 2015) - PF Hospitality Group, Inc. (OTC PINK: PFHS) (“PF Hospitality Group” or the “Company”), a management firm which develops and operates innovative and healthy brands within the restaurant, hospitality and retail health & wellnes

December 2, 2015 CORRESP

PF Hospitality Group ESP

CORRESP 1 filename1.htm PF Hospitality Group, Inc. 399 NW 2nd Avenue, Suite 264 Boca Raton, FL 33432 December 2, 2015 ‘CORRESP’ United States Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Attention: Justin Dobbie, Legal Branch Chief Sonia Bednarowski Theresa Messinese Claire Erlanger Re: Registration Statement on Form 10-12G Submitted October 1, 2015 File No. 000-5193

December 2, 2015 10-12G/A

PF Hospitality Group 2G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 (Amendment No. 1) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 PF HOSPITALITY GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 80-0379897 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identi

October 13, 2015 EX-10.4

STANDARD OFFICE LEASE

STANDARD OFFICE LEASE THIS INDENTURE OF LEASE, made on the 24th day of July, 2014, by and between the INVESTMENTS LIMITED, as agent for the property owner, whose mailing address is 215 North Federal Highway, Suite 1, Boca Raton, Florida 33432, hereinafter called the ?Landlord? which term shall include its successors and assigns wherever the context so requires or admits, and PIZZA FUSION HOLDINGS INC.

October 13, 2015 EX-21.1

SUBSIDIARIES

SUBSIDIARIES Entity Jurisdiction of Organization Shaker & Pie, Inc. Florida

October 13, 2015 EX-10.2

Employment Agreement

Employment Agreement This Employment Agreement (this ?Agreement?) is made and entered into as of the th day of June 1, 2013 the ?Effective Date?) by and between Pizza Fusion Holdings, Inc.

October 13, 2015 EX-3.1

Amended and Restated Articles of Incorporation filed May 29, 2015

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF KALAHARI GREENTECH, INC. Pursuant to NRS 78.403 under Nevada General Corporation Law (Title 7, Chapter 78 of the Nevada Revised Statutes), KALAHARI GREENTECH, INC., a Nevada corporation (the ?Corporation?) hereby amends and restates its Articles of Incorporation as follows: ARTICLE I - NAME The name of the corporation is PF HOSPITALITY GROUP, INC.

October 13, 2015 EX-10.3

Employment Agreement

Employment Agreement This Employment Agreement (this ?Agreement?) is made and entered into as of the th day of June 1, 2013 the ?Effective Date?) by and between Pizza Fusion Holdings, Inc.

October 13, 2015 10-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 PF HOSPITALITY GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 80-0379897 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 399

October 13, 2015 EX-3.2

Bylaws dated April 5, 2005

Exhibit 3.2 BYLAWS OF TOMI HOLDINGS INC. (A NEVADA CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of TOMI HOLDINGS INC. (the ?Corporation?) in the State of Nevada shall be in the City of Las Vegas, State of Nevada. Section 2. Other Offices. The Corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the

October 13, 2015 EX-2.1

MERGER AGREEMENT by and among KALAHARI GREENTECH, INC., a Nevada Corporation PIZZA FUSION ACQUISITION SUBSIDIARY, INC. a Florida corporation PIZZA FUSION HOLDINGS, INC., A Florida corporation Dated as of May 26, 2015 TABLE OF CONTENTS

MERGER AGREEMENT by and among KALAHARI GREENTECH, INC., a Nevada Corporation PIZZA FUSION ACQUISITION SUBSIDIARY, INC. a Florida corporation and PIZZA FUSION HOLDINGS, INC., A Florida corporation Dated as of May 26, 2015 TABLE OF CONTENTS PAGE ARTICLE I REPRESENTATIONS, COVENANTS, AND WARRANTIES OF PFH 2 Section 1.01 Incorporation 2 Section 1.02 Authorized Shares and Capital 2 Section 1.03 Subsidi

October 13, 2015 EX-10.1

FORM OF FRANCHISE AGREEMENT

FORM OF FRANCHISE AGREEMENT Location of the Premises: Agreement Date Franchisee Business Address Type of Legal Entity (if applicable) State in which entity organized (if applicable) Shareholder / Partner / Member Name Ownership Percentage % (the ?Operating Principal?) % % % % TABLE OF CONTENTS SECTION PAGE 1.

December 31, 2008 EX-99.1

DrRavi Inc.

DrRavi Inc. NON-EXCLUSIVE THIRD PARTY FINDER AGREEMENT THIS AGREEMENT made effective as of the date of its execution by the parties hereto. BETWEEN: Dr Ravi Inc., a corporation incorporated in India whose main business address is F-1 Green Court, 11/18 Visweswarapuram Street, Mylapore, Chennai 600004, India (?DrRavi?) AND: Kalahari Greentech Inc a corporation incorporated pursuant to the laws of N

December 31, 2008 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 December 19, 2008 Date of Report (Date of earliest event reported) KALAHARI GREENTECH INC. (Exact name of registrant as specified in its charter) Nevada 000-51935 Not Applicable (State or other jurisdiction of (Commission File Numbe

April 9, 2008 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8k.htm CURRENT REPORT DATED APRIL 8, 2008 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 March 1, 2008 Date of Report (Date of earliest event reported) NEXTGEN BIOSCIENCE INC. (Exact name of registrant as specified in its charter) Nevada 000-51935 Not Applicable (State

February 20, 2008 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2007 [ ] Transition Report Under Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2007 [ ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-51935 NEXTGEN BIOSCIENCE INC. (N

February 14, 2008 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

Filed by Automated Filing Services Inc. (604) 609-0244 - NEXTGEN BIOSCIENCE INC. - Form 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response .... 2.50 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ x ] Form 10-Q [ ] Form

February 6, 2008 EX-10.4

Incentive Agreement between the Company and Dr. Karen Elizabeth Jervis dated January 31, 2008

EXHIBIT 10.4 INCENTIVE AGREEMENT: 31ST JANUARY 2008 PARTIES (1) NEXTGEN BIOSCIENCE INC., a company incorporated under the laws of Nevada, USA, whose UK representative office is at 4th Floor, 36 Spital Square, London, E1 6DY, England (?the Company?). (2) DR KAREN ELIZABETH JERVIS of 1 Bellfield Crescent, Eddleston, Peebles, EH45 8RQ (?the Executive?). WHEREAS (A) The Company and the Executive have

February 6, 2008 EX-10.3

Employment Agreement between the Company and Dr. Karen Elizabeth Jervis dated January 31, 2008

EXHIBIT 10.3 DATED 31ST JANUARY 2008 NEXTGEN BIO UK LIMITED. (1) and DR. KAREN ELIZABETH JERVIS (2) EMPLOYMENT AGREEMENT DATE OF EMPLOYMENT AGREEMENT 31ST JANUARY 2008 PARTIES (1) NEXTGEN BIO UK LIMITED, a company incorporated under the laws of England and Wales whose registered office is at 4th Floor, 36 Spital Square, London, E1 6DY, England (?the Company?). (2) DR KAREN ELIZABETH JERVIS of 1 Be

February 6, 2008 EX-10.2

Form of Regulation S Subscription Agreement for 4,000,000 Unit Offering

EXHIBIT 10.2 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ?ACT?), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PR

February 6, 2008 EX-10.1

Intellectual Property Asset Purchase Agreement dated January 31, 2008 between the Company and Oxon Life Science Limited

EXHIBIT 10.1 ASSET PURCHASE AGREEMENT THIS AGREEMENT effective as of 31st January, 2008. BETWEEN: OXON LIFE SCIENCE LIMITED., a company incorporated pursuant to the laws of Nevis, British West Indies and having an address at Donegan, Zetlands, Nevis, St Kitts & Nevis, West Indies (the ?Seller?) AND: NEXTGEN BIOSCIENCE INC., a company incorporated pursuant to the laws of the State of Nevada and hav

February 6, 2008 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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 January 31, 2008 Date of Report (Date of earliest event reported) NEXTGEN BIOSCIENCE INC. (Exact name of registrant as specified in its charter) Nevada 000-51935 Not Applicable (State or other jurisdiction of incorporation) (Commiss

January 24, 2008 EX-10.11

Consulting Agreement between NextGen Bioscience Inc. and Dr. William H. Stimson dated December 20, 2007

EXHIBIT 10.11 CONSULTANCY AGREEMENT PARTIES (1) NEXTGEN BIOSCIENCE INC., whose office is located at, 46 Aldgate High Street, EC3N 1AL London, U.K. (the ?Company?) (2) Dr. William H. Stimson, 7 Lawn Park, Milngarie, Glasgow G62 6HG, Scotland, (the ?Consultant?) WHEREAS (A) The Consultant has agreed to provide, for a period of two years, consultancy services to the Company in the area of scientific

January 24, 2008 EX-10.10

Consulting Agreement between NextGen Bioscience Inc. and Dr. Rolfe Witte dated December 7, 2007

EXHIBIT 10.10 CONSULTANCY AGREEMENT PARTIES (1) NEXTGEN BIOSCIENCE INC., whose office is located at, 46 Aldgate High Street, EC3N 1AL London, U.K. (the ?Company?) (2) Dr. Rolf Witte, Hans-Sachs-Str. 3 in 51375 Leverkusen, Germany (the ?Consultant?) WHEREAS (A) The Consultant has agreed to advise, for a period of two years, the Company in the area of business development in connection with the busi

January 24, 2008 EX-10.7

Consulting Agreement between NextGen Bioscience Inc. and Dr. Wang Chong dated December 1, 2007

EXHIBIT 10.7 CONSULTANCY AGREEMENT PARTIES (1) NEXTGEN BIOSCIENCE INC., whose office is located at, 46 Aldgate High Street, EC3N 1AL London, U.K. (the ?Company?) (2) Dr Wang Chong, of Wangi Ltd. 16 The Atrium, 30 Vincent Square, London, SW 1P 2NW, UK (the ?Consultant?) WHEREAS (A) The Consultant has agreed to provide, for a period of two years, consultancy services to the Company in the area of sc

January 24, 2008 EX-10.6

Termination Agreement between Infrablue (US) Inc. and Westport Strategic Partners, Inc. dated November 26, 2007

EXHIBIT 10.6 NextGen Bioscience, Inc. (formerly Infrablue US Inc.) 130 Shaftesbury Avenue London W1D 5EU Westport Strategic Partners, Inc. 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, Florida 33301 26th November, 2007 Dear. Mr. Safina, Following our conversations and agreement to terminate the contract dated 21st August, 2006 between Infrablue US Inc. and Westport Strategic Partners, Inc. Ple

January 24, 2008 EX-10.9

Consulting Agreement between NextGen Bioscience Inc. and Dr. John Savin dated December 1, 2007

EXHIBIT 10.9 CONSULTANCY AGREEMENT PARTIES (1) NEXTGEN BIOSCIENCE INC., whose office is located at, 46 Aldgate High Street, EC3N 1AL London, U.K. (the ?Company?) (2) Dr John Savin, of 8 Walnut Drive Wendover, Bucks, HP22 6RT (the ?Consultant?) WHEREAS (A) The Consultant has agreed to provide consultancy services to the Company in the area of scientific advice in connection with the business of the

January 24, 2008 10KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2007 [ ] TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51935 NEXTGEN BIOSCIENCE INC. (Name of

January 24, 2008 EX-10.12

Consulting Agreement between NextGen Bioscience Inc. and Dr. Karen Elizabeth Jervis dated January 4, 2008

EXHIBIT 10.12 CONSULTANCY AGREEMENT PARTIES (1) NEXTGEN BIOSCIENCE INC., a company incorporated under the laws of Nevada, USA, whose UK representative office is located at 4th Floor, 36 Spital Square, London, E1 6DY (the ?Company?) (2) DR. KAREN ELIZABETH JERVIS of 1 Bellfield Crescent, Eddleston, Peebles EH45 8RQ (the ?Consultant?) WHEREAS (A) The Consultant has agreed to provide, for a period of

January 24, 2008 EX-10.8

Consulting Agreement between NextGen Bioscience Inc. and Anders Boegh Jensen dated December 1, 2007

EXHIBIT 10.8 CONSULTANCY AGREEMENT PARTIES (1) NEXTGEN BIOSCIENCE INC., whose office is located at, 46 Aldgate High Street, EC3N 1AL London, U.K. (the ?Company?) (2) Anders Boegh Jensen, of Ejlersvej 13, DK-3050 Humlebaek, Denmark (the ?Consultant?) WHEREAS (A) The Consultant has agreed to provide, for a period of two years, consultancy services to the Company in the area of scientific advice in c

January 24, 2008 EX-10.5

Termination Agreement between NextGen Bioscience Inc. and Azuracle Limited dated November 26, 2007

EXHIBIT 10.5 Infrablue Limited 27 New Bond Street London W1S 2RH Azuracle Limited 27 New Bond Street London W1S 2RH 26th November, 2007 Dear. Ms Khiroya, Following our conversations and agreement to terminate the contract dated 1st May, 2005 between Infrablue Limited and Azuracle Limited. Please have the director of Azuracle confirm and sign the below letter agreement. Yours truly, /s/ Mitchell Jo

January 14, 2008 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 January 9, 2008 Date of Report (Date of earliest event reported) NEXTGEN BIOSCIENCE INC. (Exact name of registrant as specified in its charter) Nevada 000-51935 Not Applicable (State or other jurisdiction of (Commission File (IRS Emp

January 7, 2008 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 8-K /A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 NOVEMBER 27, 2007 Date of Report (Date of earliest event reported) NEXTGEN BIOSCIENCE INC. (Exact name of registrant as specified in its charter) Nevada 000-51935 Not Applicable (State or other jurisdiction of incorporation) (Com

December 31, 2007 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-51935 [ x ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 20

December 7, 2007 EX-2

Joint Filing Agreement dated December 6, 2007 among the Reporting Persons.

EXHIBIT 2 AGREEMENT TO FILE JOINTLY Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of NextGen Bioscience Inc.

December 7, 2007 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 NEXTGEN BIOSCIENCE INC. (Name of Issuer) Shares of Common Stock, par value $0.001 per share (Title of Class of Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 NEXTGEN BIOSCIENCE INC. (Name of Issuer) Shares of Common Stock, par value $0.001 per share (Title of Class of Securities) 65338 N 10 5 (CUSIP Number) Lars Christiansen 46 Aldgate High Street London, England EC3N 1AL. +44 207 744 7711 (Name, Address and Telephone Number of

December 3, 2007 EX-10.2

Consulting Agreement dated November 27, 2007 between NextGen Bioscience Inc. and Konstantinos Kardiasmenos

EXHIBIT 10.2 CONSULTANCY AGREEMENT PARTIES (1) NEXTGEN BIOSCIENCE INC., whose office is located at, 46 Aldgate High Street, EC3N 1AL London, U.K. (the ?Company?) (2) Konstantinos Kardiasmenos, of 4, Ptolemaion Str., Athens, Greece 11635 (the ?Consultant?) WHEREAS (A) The Consultant has agreed to act as Director and Chief Executive Officer of the company, for a period of two years. In addition, the

December 3, 2007 EX-10.3

Consulting Agreement between NextGen Bioscience Inc. and David Cooper dated November 27, 2007

EX-10.3 3 exhibit10-3.htm CONSULTING AGREEMENT DATED NOVEMBER 27, 2007 EXHIBIT 10.3 CONSULTANCY AGREEMENT PARTIES (1) NEXTGEN BIOSCIENCE INC., whose office is located at, 46 Aldgate High Street, EC3N 1AL London, U.K. (the “Company”) (2) David Cooper, of 52 Queen Anne Street, London W1G 8HL (the “Consultant”) WHEREAS (A) The Consultant has agreed to act as Director and Chairman of the Board of the

December 3, 2007 8-K

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 NOVEMBER 27, 2007 Date of Report (Date of earliest event reported) NEXTGEN BIOSCIE

Filed by Automated Filing Services Inc. (604) 609-0244 - NextGen Bioscience Inc. - Form 8-K 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 NOVEMBER 27, 2007 Date of Report (Date of earliest event reported) NEXTGEN BIOSCIENCE INC. (Exact name of registrant as specified in its cha

November 1, 2007 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 form8k.htm CURRENT REPORT 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 October 26, 2007 Date of Report (Date of earliest event reported) NEXTGEN BIOSCIENCE INC. (Exact name of registrant as specified in its charter) Nevada 000-51935 Not Applicable (State or other jurisdic

November 1, 2007 EX-3.1

Articles of Merger

EX-3.1 2 exhibit3-1.htm ARTICLES OF MERGER EXHIBIT 3.1 ROSS MILLER Filed in the office of Document Number Secretary of State 20070716687-24 204 North Carson Street, Ste 1 /s/ Ross Miller Filing Date and Time Carson City, Nevada 89701-4299 Ross Miller 10/19/2007 4:02 PM (775) 684 5708 Secretary of State Entity Number Website: secretaryofstate.biz State of Nevada E0184562005-6 Articles of Merger (PU

November 1, 2007 EX-3.2

Certificate of Change

EXHIBIT 3.2 ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz Filed in the office of Document Number 20070718750-47 /s/ Ross Miller Ross Miller Secretary of State State of Nevada Filing Date and Time 10/22/2007 11:20 AM Entity Number E0184562005-6 Certificate of Change Pursuant to NRS 78.209 USE BLACK INK ONLY

November 1, 2007 SC 14F1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER NEXTGEN BIOSCIENCE INC. (Exact name of registrant

SC 14F1 1 sched14f1.htm INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER NEXTGEN BIOSCIENCE INC. (Exact name of registrant as specified in its corporate charter) 000-51935 Commission File No. NEVADA Not Applicable (State of Inc

October 17, 2007 EX-10.1

Asset Purchase Agreement among Infrablue (US) Inc., NextGen Bioscience Inc. and Oxon Life Science Limited dated October 12, 2007

EX-10.1 2 exhibit10-1.htm ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT THIS AGREEMENT effective as of October 12, 2007. BETWEEN: OXON LIFE SCIENCE LIMITED., a company incorporated pursuant to the laws of Nevis, BritishWest Indies and having an address at Donegan, Zetlands, Nevis, St Kitts & Nevis, West Indies (the “Seller”) AND: INFRABLUE (US) INC., a company incorporated pursuant to the laws

October 17, 2007 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 October 12, 2007 Date of Report (Date of earliest event reported) INFRABLUE (US) INC. (Exact name of registrant as specified in its charter) Nevada 000-51935 Not Applicable (State or other jurisdiction of (Commission File (IRS Employ

September 17, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2007 [ ] Transition Report Under Section

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2007 [ ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-51935 INFRABLUE (US) INC. (Name of s

August 15, 2007 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response .... 2.50 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ x ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2007 [ ] Transition Report on For

June 1, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2007 [ ] Transition Report Under Sectio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2007 [ ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-51935 INFRABLUE (US) INC. (Name of

May 16, 2007 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-51935 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ x ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2007 [

February 14, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [ x ] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2006 [ ] Transition Report Under S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [ x ] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2006 [ ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-51935 INFRABLUE (US) INC. (Nam

January 22, 2007 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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 January 16, 2007 Date of Report (Date of earliest event reported) INFRABLUE (US) INC. (Exact name of registrant as specified in its charter) Nevada 000-51935 Not Applicable (State or other jurisdiction of (Commission File (IRS Employ

January 22, 2007 EX-16.1

Letter of Staley, Okada dated January 22, 2007.

Suite 400 - 889 West Pender Street Vancouver, BC Canada V6C 3B2 Tel 604 694-6070 Fax 604 585-8377 info@staleyokada.

December 29, 2006 10KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2006 [ ] TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51935 INFRABLUE (US) INC. (Name of sma

August 14, 2006 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [ x ] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2006 [ ] Transition Report Under Secti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [ x ] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2006 [ ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-51935 INFRABLUE (US) INC. (Name of

May 15, 2006 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [ x ] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2006 [ ] Transition Report Under Sect

Filed by Automated Filing Services Inc. (604) 609-0244 - Infrablue (US) Inc. - Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [ x ] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2006 [ ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for

May 5, 2006 424B4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FILED PURSUANT TO RULE 424(b)(4) SEC FILE NUMBER 333-130403 PROSPECTUS April 28, 2006 INFRABLUE (US) INC. a Nevada Corporation 9,990,800 SHARES OF COMMON STOCK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FILED PURSUANT TO RULE 424(b)(4) SEC FILE NUMBER 333-130403 PROSPECTUS April 28, 2006 INFRABLUE (US) INC. a Nevada Corporation 9,990,800 SHARES OF COMMON STOCK This prospectus relates to the resale of up to 9,990,800 shares of common stock of InfraBlue (US) Inc. that may be offered and sold, from time to time, by the selling s

April 26, 2006 CORRESP

INFRABLUE (US) INC. Suite 5.15, 130 Shaftesbury Avenue London, England W1D 5EU Tel: +44(0)20 7031 1189 / Fax: +44(0)20 7031 1199

INFRABLUE (US) INC. Suite 5.15, 130 Shaftesbury Avenue London, England W1D 5EU Tel: +44(0)20 7031 1189 / Fax: +44(0)20 7031 1199 April 26, 2006 MAIL STOP 4561 The United States Securities and Exchange Commission Division of Corporate Finance 450 Fifth Street, NW Washington, D.C. 20549-4561 Attention: Mr. Paul Fischer, Staff Attorney Dear Mr. Fischer: INFRABLUE (US) INC. (the “Company”) Form SB-2 R

April 26, 2006 CORRESP

Lang Michener LLP

Lang Michener LLP BARRISTERS & SOLICITORS Vancouver Toronto Ottawa 1500 - 1055 West Georgia Street, P.

April 26, 2006 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 INFRABLUE (US) INC. (Exact name of registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 INFRABLUE (US) INC. (Exact name of registrant as specified in its charter) Nevada N/A (State of incorporation or organization) (I.R.S. Employer Identification No.) Suite 5.15, 130 Shaftesbury Avenue

April 19, 2006 CORRESP

- 2 -

Filed by Automated Filing Services Inc. (604) 609-0244 - Infrablue (US) Inc. - Response Letter Lang Michener LLP BARRISTERS & SOLICITORS Vancouver Toronto Ottawa 1500 - 1055 West Georgia Street, P.O. Box 11117 Vancouver, British Columbia, Canada V6E 4N7 Telephone (604) 689-9111 Facsimile (604) 685-7084 File Number: 57429-8 Web site: www.langmichener.com Direct Line: (604) 691-7410 Direct Fax Line:

April 19, 2006 SB-2/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 4 to Form SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INFRABLUE (US) INC. (Name of small business issuer in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 4 to Form SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INFRABLUE (US) INC. (Name of small business issuer in its charter) NEVADA 3577 Not Applicable (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.) incorporation or organization) Classification

April 6, 2006 SB-2/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 3 to Form SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INFRABLUE (US) INC. (Name of small business issuer in its charter)

Filed by Automated Filing Services Inc. (604) 609-0244 - Infrablue (US) INC. - Form SB-2/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 3 to Form SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INFRABLUE (US) INC. (Name of small business issuer in its charter) NEVADA 3577 Not Applicable (State or jurisdiction of (Primary Standard In

April 6, 2006 CORRESP

- 2 -

Lang Michener LLP BARRISTERS & SOLICITORS Vancouver Toronto Ottawa 1500 - 1055 West Georgia Street, P.

March 21, 2006 CORRESP

- 2 -

Filed by Automated Filing Services Inc. (604) 609-0244 - Infrablue (US) Inc. - Response Letter Lang Michener LLP BARRISTERS & SOLICITORS Vancouver Toronto Ottawa 1500 - 1055 West Georgia Street, P.O. Box 11117 Vancouver, British Columbia, Canada V6E 4N7 Telephone (604) 689-9111 Facsimile (604) 685-7084 File Number: 57429-8 Web site: www.langmichener.com Direct Line: (604) 691-7410 Direct Fax Line:

March 21, 2006 EX-10.14

Form of Regulation S Subscription Agreement for Convertible Notes

EXHIBIT 10.14 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the ?Agreement?) is made effective as of the 15th day of February, 2006. BETWEEN: THE UNDERSIGNED INVESTOR (the "Investor") OF THE FIRST PART AND: INFRABLUE (US) INC., a Nevada corporation (the ?Corporation") OF THE SECOND PART NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein an

March 21, 2006 SB-2/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 2 to Form SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INFRABLUE (US) INC. (Name of small business issuer in its charter)

SB-2/A 1 formsb2a.htm AMENDMENT NO. 2 TO REGISTRATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 2 to Form SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INFRABLUE (US) INC. (Name of small business issuer in its charter) NEVADA 3577 Not Applicable (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer I

February 14, 2006 CORRESP

Lang Michener LLP

Lang Michener LLP BARRISTERS & SOLICITORS Vancouver Toronto Ottawa 1500 - 1055 West Georgia Street, P.

February 10, 2006 CORRESP

- 2 -

Filed by Automated Filing Services Inc. (604) 609-0244 - Infrablue (US) Inc. - Response Letter Lang Michener LLP BARRISTERS & SOLICITORS Vancouver Toronto Ottawa 1500 - 1055 West Georgia Street, P.O. Box 11117 Vancouver, British Columbia, Canada V6E 4N7 Telephone (604) 689-9111 Facsimile (604) 685-7084 File Number: 57429-8 Web site: www.langmichener.com Direct Line: (604) 691-7410 Direct Fax Line:

February 10, 2006 EX-10.13

Administration Services Agreement dated May 1, 2005 between Infrablue Ltd. and Azuracle Limited

EX-10.13 4 exhibit10-13.htm ADMINISTRATION SERVICES AGREEMENT DATED MAY 1, 2005 EXHIBIT 10.13 THIS AGREEMENT is made the 1st day of May 2005 BETWEEN: (1) Azuracle Limited registered in England under company number (03836824) whose registered office is at 27 New Bond Street London W1S 2RH (‘Azuracle’); and (2) Infrablue Limited a company registered in England under company number (05047525) whose r

February 10, 2006 SB-2/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 /A Amendment No. 1 to Form SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INFRABLUE (US) INC. (Name of small business issuer in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 /A Amendment No. 1 to Form SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INFRABLUE (US) INC. (Name of small business issuer in its charter) NEVADA 3577 Not Applicable (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.) incorporation or organization) Classificatio

December 16, 2005 EX-10.5

Loan Agreement dated October 4, 2004 between InfraBlue Ltd. and PublicLock Inc.

Exhibit 10.5 LOAN AGREEMENT THIS AGREEMENT is made the 4th day of October 2004 BETWEEN: (1) InfraBlue Ltd of 27 New Bond Street, London W1S 2RH ("the Borrower"); (2) Publiclock Inc of P.O. Box 556, Main Street, Charlestown, Nevis ("the Lender") Whereby it is agreed that the Lender will make available to the Borrower a Loan Facility ("the Facility") in the sum of L 150,000.00 (One hundred and fifty

December 16, 2005 EX-10.12

Termination and Release Agreement dated November 30, 2005 among HBI Sales Private Limited, Zacan Holdings Proprietary Limited, ICT/Europetec Limited, MIR Technologies LLC and InfraBlue Ltd.

Filed by Automated Filing Services Inc. (604) 609-0244 - InfraBlue (US) Inc. - Exhibit 10.12

December 16, 2005 EX-10.6

Debenture between InfraBlue Ltd., as issuer, and Publiclock Inc., as holder, dated October 4, 2004

Exhibit 10.6 INFRABLUE LIMITED DEBENTURE Issued under the authority of the Company's Memorandum & Articles of Association and pursuant to resolution of the Directors dated the 4th day of October 2004 THIS DEBENTURE is made BETWEEN (1) InfraBlue Ltd of 27 New Bond Street, London W1S 2RH ("the Company"); (2) Publiclock Inc of P.O. Box 556, Main Street, Charlestown, Nevis ("the Debenture Holder") WHE

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