TOCCA Life Coaching, Inc. entered into share exchange agreement to acquire T-Bay Holdings, Inc. (OTCPK:TLIF) in a reverse merger transaction on December 4, 2014. Under the terms of the agreement, the shareholders of TOCCA Life received 51.663442 million (post split) shares of T-Bay's common stock in exchange for 100% of the issued and outstanding common stock of TOCCA Life. As part of the agreement, T-Bay and certain debt holders agreed to forgive all but $0.312 million in debt which they and T-Bay then intend to convert in to shares of T-Bay's common stock following a judicial review and approval of the terms and conditions of the debt settlement agreement. The Officers and Directors of TOCCA Life will become the Officers and Directors of T-Bay. On January 9, 2015, the Financial Industry Regulatory Authority approved the change of control and other customary terms and conditions, included the effectuation of a 1-500 reverse split, a name and symbol change and the amendment and restatement of T-Bay's articles of incorporation. Following the approval, T-Bay's name was changed to TOCCA Life Holdings, Inc. and the Company now trades on the OTC market under the symbol TLIF. The transaction contained certain conditions to closing that were met in mid-January, 2015.

TOCCA Life Coaching, Inc. completed the acquisition of T-Bay Holdings, Inc. (OTCPK:TLIF) in a reverse merger transaction on January 12, 2015.