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 20, 2019
STWC Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Colorado
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000-52825
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20-8980078
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1350 Independence St., Suite 300
Lakewood, CO 80215
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(Address of principal executive offices)
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Registrant’s telephone number, including area code: (303) 736-2442
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
◻ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
◻ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
◻ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
◻ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company ☒
Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Forward Looking Statements
Statements contained in this current report that are not statements of historical fact are intended to be and are hereby identified as “forward-looking statements.” Generally, forward-looking statements include
expressed expectations of future events and the assumptions on which the expressed expectations are based, including but not limited to, the Company securing funding, entering into management and/or licensing agreements, acquiring direct interests
in cannabis businesses, or providing cannabis compliance services to third parties. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to
numerous known and unknown risks and uncertainties which could cause actual events or results to differ materially from those projected. The Company undertakes no obligation to update or revise this current report to reflect future developments
except as otherwise required by the Securities Exchange Act of 1934.
Item 5.03 Amendments to Articles
of Incorporation or Bylaws
On August 20, 2019 we adopted Colorado Bylaws which replace the bylaws formerly used by the Company and previously adopted by 4th Grade Films, a Utah corporation, prior to its change of domicile to Colorado.
Item 5.07 Submission of Matters
to a Vote of Security Holders
On August 20, 2019, a shareholder holding over two-thirds of the outstanding common stock approved a shareholder resolution to amend the Articles of Incorporation. The amendment increases the authorized number of
shares to 500,000,000 shares. On August 21, 2019, the Company filed a preliminary information statement with the SEC disclosing the action. The amendment to the Articles of Incorporation will be effective 20 days following filing and mailing of the
definitive information statement.
Item 9.01. Financial Statements
and Exhibits
Exhibits.
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Exhibit No.
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Description
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99.1
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Current Bylaws dated August 20, 2019
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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STWC Holdings, Inc.
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Date: August 23, 2019
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By:
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/s/ Erin Phillips
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Erin Phillips, Chief Executive Officer
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