UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 30, 2015

 

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UPD HOLDING CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

Nevada   001-10320   13-3465289
(State or Other Jurisdiction   (Commission File Number)   (IRS Employer
of Incorporation)       Identification No.)

 

 

  75 Pringle Way, 8th Floor, Suite 804

Reno, Nevada

  89502  
  (Address of Principal Executive Offices)   (Zip Code)  

 

 

775-829-7999

(Registrant’s telephone number, including area code)

 

ESIO WATER & BEVERAGE DEVELOPMENT CORP.

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

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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:

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 30 , 2015, Esio Water & Beverage Development Corp . (the “Company ,” “ we” or “ us” ) filed Articles of Merger (the “Merger”) w i th the Nevada Secretary of State . The Merger was between the Company and our who ll y - owned subsidiary , UPD Hold i ng Corp. (the “Subsidiary” ) . Purs u ant to Nevada corporate law , we amended our Articles of Incorporation by the Merger to cha nge our name to UPD Holding Corp . We believe our new name more properly indicates our current lines of business because we have not been in the water and beverage industry s i nce 2012. “ UPD ” stands for United Product Deve l opment which is t he name of one of our who l ly - owned subsidiaries .

 

We will be applying to FINRA to have our common stock traded under our new name and for a new trading symbol as soon as possible. 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
     
2.1  

Articles of Merger filed with the Nevada Secretary of State on December 30 , 2015

2.2 Agreement of Merger between the Company and the Subsidiary

 

 

 

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.

 

  UPD HOLDING CORP.
   
   
  By: /s/ Mark W. Conte
Date:   January 22, 2016   Mark W. Conte
    President and Chief Executive Officer

 

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EXHIBIT 2.1

 

ARTICLES OF MERGER

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 2.2

 

AGREEMENT OF MERGER BETWEEN

 

ESIO WATER AND BEVERAGE DEVELOPMENT CORP.

 

AND

 

UPD HOLDING CORP.

 

 

AGREEMENT OF MERGER made as of the 28th day of December 2015, by and between Esio Water And Beverage Development Corp, a Nevada corporation (hereinafter "ESIO"), and UPD Holding Corp, a Nevada corporation (hereinafter "UPDH"). ESIO and UPDH are sometimes hereinafter collectively referred to as the "Parties".

 

RECITALS:

 

WHEREAS, ESIO formed UPDH on December 24 , 2015.

 

WHEREAS, UPDH is currently the wholly-owned subsidiary of ESIO.

 

WHEREAS, ESIO desires to change its name to UPD Holding Corp.

 

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the Parties hereto have agreed and do hereby agree, subject to the terms and conditions hereinafter set forth, as follows:

 

1.      Pursuant to NRS 92A.180, UPDH shall merge with and into ESIO (the "Merger").

 

2.      ESIO shall be the surviving entity of the Merger and the existence of UPDH shall cease thereafter.

 

3.      The name of ESIO shall be hereby changed to UPD Holding Corp. as part of the Merger and ESIO's Articles of Incorporation shall be restated to reflect such name change.

 

4.      Since UPDH is a wholly-owned subsidiary of ESIO, no consideration shall be issued or paid by ESIO to the shareholders of UPDH.

 

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5.      This Agreement of Merger and the contemplated Merger hereby has been approved by the Board of Directors of the Parties, but by the shareholders of neither Party, pursuant to NRS 92A.180.

 

6.      Articles of Merger concerning the Merger shall be filed with the Secretary of the State of Nevada and this Agreement of Merger may be filed with such document.

 

IN WITNESS WHEREOF, each of the Parties has caused this Agreement of Merger to be signed in its corporate name by its duly authorized officer, all as of the date first above written .

 

  ESIO WATER & BEVERAGE DEVELOPMENT CORP.
     
     
By:   /s/ Mark W. Conte
  Mark W. Conte, President

 

 

  UPD HOLDING CORP.
     
     
By:   /s/ Mark W. Conte
  Mark W. Conte, President

  

 

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