TLIF / TOCCA Life Holdings, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

TOCCA Life Holdings, Inc.
US ˙ OTCPK

Grundläggande statistik
CIK 1633273
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 TOCCA Life Holdings, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
October 17, 2023 PART II AND III

Post-Qualification Offering Circular Amendment No. 2

Table of Contents Post-Qualification Offering Circular Amendment No. 2 File No. 024-12316 OFFERING CIRCULAR Tocca Life Holdings, Inc. 100,000,000 Units Each Unit Consisting of 3 Shares of Common Stock and 2 Warrants to Purchase One Quarter Share Each of Common Stock Exercisable at $0.025 Per Warrant By this Offering Circular, Tocca Life Holdings, Inc., a Nevada corporation, is offering for sale a

October 12, 2023 PART II AND III

Post-Qualification Offering Circular Amendment No. 1

Table of Contents Post-Qualification Offering Circular Amendment No. 1 File No. 024-12316 OFFERING CIRCULAR Tocca Life Holdings, Inc. 100,000,000 Units Each Unit Consisting of 3 Shares of Common Stock and 2 Warrants to Purchase One Quarter Share Each of Common Stock Exercisable at $0.025 Per Warrant By this Offering Circular, Tocca Life Holdings, Inc., a Nevada corporation, is offering for sale a

October 12, 2023 EX1A-12 OPN CNSL

NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 October 12, 2023

Exhibit 12.1 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 940-367-6154 October 12, 2023 Tocca Life Holdings, Inc. 2180 N. Park Avenue Suite 200 Winter Park, Florida 32789 Re: Offering Statement on Form 1-A Gentlemen: We have been requested by Tocca Life Holdings, a Nevada corporation (the “Company”), to furnish you with our opinion as to the matters herein

August 29, 2023 253G1

OFFERING CIRCULAR Tocca Life Holdings, Inc. 100,000,000 Units Each Unit Consisting of 3 Shares of Common Stock and 2 Warrants to Purchase One Quarter Share Each of Common Stock Exercisable at $0.025 Per Warrant

Table of Contents Filed Pursuant to Rule 253(g)(1) File No. 024-12316 OFFERING CIRCULAR Tocca Life Holdings, Inc. 100,000,000 Units Each Unit Consisting of 3 Shares of Common Stock and 2 Warrants to Purchase One Quarter Share Each of Common Stock Exercisable at $0.025 Per Warrant By this Offering Circular, Tocca Life Holdings, Inc., a Nevada corporation, is offering for sale a maximum of 100,000,0

August 24, 2023 EX1A-12 OPN CNSL

NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 August 24, 2023

Exhibit 12.1 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 940-367-6154 August 24, 2023 Tocca Life Holdings, Inc. 2180 N. Park Avenue Suite 200 Winter Park, Florida 32789 Re: Offering Statement on Form 1-A Gentlemen: We have been requested by Tocca Life Holdings, a Nevada corporation (the “Company”), to furnish you with our opinion as to the matters hereina

August 24, 2023 PART II AND III

As filed with the Securities and Exchange Commission on August 24, 2023 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

Table of Contents File No. 024-12316 As filed with the Securities and Exchange Commission on August 24, 2023 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated August 24, 2023 An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “SEC”). Information contained in

August 24, 2023 CORRESP

Tocca Life Holdings, Inc. 2180 N. Park Avenue Suite 200 Winter Park, Florida 32789

Tocca Life Holdings, Inc. 2180 N. Park Avenue Suite 200 Winter Park, Florida 32789 August 24, 2023 VIA EDGAR Mr. Scott Anderegg Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Tocca Life Holdings, Inc. (the “Company”) Offering Statement on Form 1-A Commission File No. 024-12316 Dear Mr. Anderegg: On behalf

August 16, 2023 PART II AND III

As filed with the Securities and Exchange Commission on August __, 2023 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

Table of Contents File No. 024- As filed with the Securities and Exchange Commission on August , 2023 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated August 14, 2023 An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “SEC”). Information contained in this Pr

August 16, 2023 EX1A-6 MAT CTRCT

SECOND AMENDMENT TO WAREHOUSE LEASE

Exhibit 6.2 3/21/2023 SECOND AMENDMENT TO WAREHOUSE LEASE THIS SECOND AMENDMENT TO WAREHOUSE LEASE (this “Amendment”) is made and entered into as of 4/10/2023, by and between SREIT LONGWOOD FL HOLDINGS, L.L.C., a Delaware limited liability company (“Landlord”) and AIGUILLE ROCK CLIMBING CENTER, INC., a Florida limited liability company (“Tenant”). WITNESSETH: WHEREAS, Landlord and Tenant are parti

August 16, 2023 EX1A-3 HLDRS RTS

PROMISSORY NOTE (this "Note")

Exhibit 3.1 PROMISSORY NOTE (this "Note") Borrower: Tocca Life Holdings Inc 2180 N. Park Ave, Unit 200 Winter Park, FL 32789 (the "Borrower") Borrower: Tocca Life Holdings Inc 2180 N. Park Ave, Unit 200 Winter Park, FL 32789 (the "Lender") Principal Amount: $2,000,000.00 USD 1. FOR VALUE RECEIVED, The Borrower promises to pay to the Lender at such address as may be provided in writing to the Borro

August 16, 2023 EX1A-3 HLDRS RTS

BOARD RESOLUTION TOCCA Life Holdings Inc. 2180 N. Park Ave, Unit 200 Winter Park, FL 32789 The undersigned, being the Director of TOCCA Life Holdings Inc. a New York corporation, does hereby, consent to the adoption of the following resolutions:

Exhibit 3.4 BOARD RESOLUTION OF TOCCA Life Holdings Inc. 2180 N. Park Ave, Unit 200 Winter Park, FL 32789 The undersigned, being the Director of TOCCA Life Holdings Inc. a New York corporation, does hereby, consent to the adoption of the following resolutions: RESOLVED, that the Board of Directors, hereby adopts and approves the 2023 Warrant plan attached. RESOLVED that the Company agrees to have

August 16, 2023 EX1A-7 ACQ AGMT

STOCK PURCHASE AGREEMENT AIGUILLE ROCK CLIMBING CENTER, INC.

Exhibit 7.3 STOCK PURCHASE AGREEMENT FOR AIGUILLE ROCK CLIMBING CENTER, INC. This STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the day of March , 2023 by and among Climb Orlando Inc., a Corporation domiciled in Florida, (the "Seller"), and Be Climbing Inc., a Corporation domiciled in Nevada (the "Purchaser"). The Seller, and the Purchaser are sometimes referred to as the Party and col

August 16, 2023 EX1A-3 HLDRS RTS

Warrant to Purchase __________ Shares of Common Stock

Exhibit 3.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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 REGISTR

August 16, 2023 EX1A-2A CHARTER

ACTION BY WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF TELIFORD, INC.

Exhibit 2.2 FRANCISCO V. AGUILAR Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov www.nvsilverflume.gov Annual or Amended List and State Business License Application ANNUAL AMENDED (check one) List of Officers, Managers, Members, General Partners, Managing Partners, Trustees or Subscribers: TOCCA Life Holdings, Inc. NV20212197182 N

August 16, 2023 EX1A-4 SUBS AGMT

SUBSCRIPTION AGREEMENT

Exhibit 4.1 SUBSCRIPTION AGREEMENT Tocca Life Holdings, Inc. NOTICE TO INVESTORS The securities of Tocca Life Holdings, Inc., a Nevada corporation (the “Company”), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose their entire

August 16, 2023 EX1A-3 HLDRS RTS

PROMISSORY NOTE (this "Note")

Exhibit 3.2 PROMISSORY NOTE (this "Note") Borrower: Tocca Life Holdings Inc 2180 N. Park Ave, Unit 200 Winter Park, FL 32789 (the "Borrower") Lender: Leonard and Elizabeth Greene Family Trust 865 Herndon Ave # K358 Clovis CA 93611 (the "Lender") Principal Amount: 2,000,000.00 USD 1. FOR VALUE RECEIVED, The Borrower promises to pay to the Lender at such address as may be provided in writing to the

August 16, 2023 EX1A-2B BYLAWS

BYLAWS TOCCA LIFE HOLDINGS, INC. a Nevada corporation

Exhibit 2.3 BYLAWS OF TOCCA LIFE HOLDINGS, INC. a Nevada corporation ARTICLE I. OFFICES Section 1.1 Principal Office. The principal office and place of business of Tocca Life Holdings, Inc. (the “Corporation”) shall be at such location as may be determined from time to time by the Board of Directors of the Corporation. Section 1.2 Other Offices. Other offices and places of business either within o

August 16, 2023 EX1A-7 ACQ AGMT

MULTI-PARY STOCK PURCHASE AGREEMENT BE CLIMBING, INC.

Exhibit 7.1 MULTI-PARY STOCK PURCHASE AGREEMENT FOR BE CLIMBING, INC. THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the day of February 28, 2023 by and among WONG HANG NGA (“Seller” or “Investor”), an individual and resident of Hong Kong and TOCCA Life Holdings Inc, a Nevada Corporation, (the “Purchaser” or “Company”). The Sellers, and the Purchaser are sometimes referred to as th

August 16, 2023 EX1A-12 OPN CNSL

NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 August 16, 2023

Exhibit 12.1 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 940-367-6154 August 16, 2023 Tocca Life Holdings, Inc. 2180 N. Park Avenue Suite 200 Winter Park, Florida 32789 Re: Offering Statement on Form 1-A Gentlemen: We have been requested by Tocca Life Holdings, a Nevada corporation (the “Company”), to furnish you with our opinion as to the matters hereina

August 16, 2023 EX1A-6 MAT CTRCT

FLORIDA COMMERCIAL LEASE AGREEMENT

Exhibit 6.1 FLORIDA COMMERCIAL LEASE AGREEMENT I. The Parties. This Commercial Lease Agreement (“Agreement”) made this February 15, 2021 by and between: Landlord. Obduro, LLC, of 633 Gaines Way, Winter Park, FL 32789, (“Landlord”) AND Tenant. Be Climbing, Inc., of 2180 N. Park Ave, Unit 200, Winter Park, FL 32789, (“Tenant”). Collectively, the Landlord and Tenant shall be referred to herein as the

August 16, 2023 EX1A-2A CHARTER

ROSS MILLER Secretary of State SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 - 4069 Telephone (775) 684 - 5708 F

Exhibit 2.1 ROSS MILLER Secretary of State SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 - 4069 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 PEDER K DAVISSON TOCCA LIFE HOLDINGS,INC. NV PEDER K DAVISSON TOCCA LIFE HOLDINGS,INC. NV Special Handling Instruction

August 16, 2023 EX1A-7 ACQ AGMT

MULTI-PARY STOCK PURCHASE AGREEMENT BE CLIMBING, INC.

Exhibit 7.2 MULTI-PARY STOCK PURCHASE AGREEMENT FOR BE CLIMBING, INC. THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the day of February 28, 2023 by and among Stephen Carnes (“Seller”), an individual and resident of Florida and Leonard and Elizabeth Greene Family Trust, (“Seller”) a Trust located in California, collectively together known as the “Sellers”, and TOCCA Life Holdings I

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