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 9, 2019

STWC Holdings, Inc.
(Exact name of registrant as specified in its charter)

Colorado
 
000-52825
 
20-8980078
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)

1350 Independence St., Suite 300
Lakewood, CO 80215
(Address of principal executive offices)

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:

Title of each class
Trading Symbol
Name of each exchange on which registered
     


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.
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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, 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 20, 2019, the Company filed a preliminary information statement with the SEC, disclosing the action. On September 6, 2019, the Company caused an information statement to be mailed to the shareholders of record as of August 20, 2019. On September 9, 2019 the Company filed a definitive information statement with the SEC. On September 9, 2019, the Company filed an amendment to the Articles of Incorporation with the state of Colorado, making the amendment increasing the authorized shares effective on September 30, 2019.

Item 9.01. Financial Statements and Exhibits

Exhibits.

Exhibit No.
 
Description
3.1(a)
 
Certificate of Amendment effective September 30, 2019

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.

 
STWC Holdings, Inc.
 
   
Date: September 10, 2019
By:
/s/ Erin Phillips
   
Erin Phillips, Chief Executive Officer
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EXHIBIT A
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
STWC HOLDINGS, INC.

Pursuant to the authority held by the shareholders of STWC Holdings, Inc. (the “Corporation”) under the Colorado Business Corporation Act and the Articles of Incorporation of the Corporation (the “Articles”), the shareholders hereby amend the Articles as follows to reflect an increase in the number of authorized common shares of the Corporation.

Increase in Common Stock
The first paragraph of the Articles appearing under the heading “Capital Stock” is hereby amended to read as follows:

The authorized capital stock of the Corporation shall consist of 500,000,000 shares of common stock, $0.00001 par value, and 20,000,000 shares of preferred stock, $0.00001 par value.


IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on behalf of STWC Holdings, Inc. this 5th day of September 2019.



/s/ Erin Phillips
Erin Phillips, Chief Executive Officer
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