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, 2016
Simlatus Corp.
(Exact name of Company as specified in its charter)
Nevada | 000-53276 | 20-2675800 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
of Incorporation) | Identification Number) | |
175 Joerschke Dr., Suite A Grass Valley, CA 95945 | ||
(Address of principal executive offices) | ||
Phone: (530) 205-3437 | ||
(Company ’ s Telephone Number) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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))
1
ITEM 8.01 Other Information
Effective as of September 8, 2016, the Board of Directors of the Company finalized an agreement with Direct Capital Group Inc., to extinguish the following notes in total value of $891,000.00. Upon further evaluation of the Notes which had been previously extinguished in exchange for Oil Assets held in the former Grid Petroleum Corp., it was determined by the Company, Simlatus Corporation, acknowledged and agreed to by Direct Capital Group, that exchanging the oil and mining exploration assets for the outstanding Notes should have included the Notes listed below, which were erroneously eliminated from the list of Notes exchanged for those Assets.
The Board of Directors, on behalf of the Company, and Direct Capital entered into an agreement on September 8, 2016, mutually agreeing upon the extinguishing of the Notes listed below and inclusion of compensation for the return of the oil and mining exploration Assets to Direct Capital.
Note Holder | Note Ref. Number | Original Date | Maturity Date | Original Amount | Original Interest Rate | Current Principal | Current Interest 3/31/2016 | ||
Direct Capital Group Inc | 2 | 10/01/13 | 4/1/2014 | $384,000.00 | 6% | $242,885.00 | $45,678.57 | ||
Direct Capital Group Inc | 11 | 09/03/13 | 4/1/2014 | $11,000.00 | 8% | $11,000.00 | $8,125.00 | ||
Direct Capital Group Inc | 6 | 06/30/15 | 12/30/2015 | $240,000.00 | 8% | $240,000.00 | $22,843.00 | ||
Direct Capital Group Inc | 7 | 09/30/15 | 3/31/2016 | $240,000.00 | 8% | $240,000.00 | $10,416.44 | ||
Direct Capital Group Inc | 17 | 3/31/14 | 10/1/2014 | $16,000.00 | 8% | $16,000.00 | $8,304.00 | ||
Total | $891,000.00 | $749,885.00 | $95,367.01 | ||||||
ITEM 9.0 Financial Statements and Exhibits
INDEX TO EXHIBITS
EXHIBIT NO.
DESCRIPTION
10.1
Board Resolution and Exhibits dated September 8, 2016
10.2
Agreement between SIML and Direct Capital Group Inc. dated September 8, 2016
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.
Date: September 8, 2016
Simlatus Corporation
By: /s/Gary B. Tilden
Gary B. Tilden, CEO and Secretary
EXHIBIT 10.1
CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS
OF
SIMLATUS CORPORATION
The following is a true copy of the resolution duly adopted by the Board of Directors of this Corporation at a special meeting, notice to this meeting having been waived, held via teleconference at 175 Joerschke Dr., Suite A, Grass Valley, CA 95945 on September 8, 2016.
The Members of the Board of Directors who were present for this meeting, all of whom took active part therein were:
Mike Schatz
Gary Tilden
Robert Stillwaugh
WHEREAS, and upon further evaluation of certain Notes which had previously been extinguished, in exchange for oil and mining exploration assets (“Assets”) held in the former Grid Petroleum Corp., it was determined by the Company, Simlatus Corporation, acknowledged and agreed to by Direct Capital Group, that exchanging the oil and mining exploration assets for the outstanding Notes should have included the Notes listed below, which were erroneously eliminated from the list of Notes exchanged for those Assets.
Note Holder | Note Ref. Number | Original Date | Maturity Date | Original Amount | Original Interest Rate | Current Principal | Current Interest 3/31/2016 | ||
Direct Capital Group Inc | 2 | 10/01/13 | 4/1/2014 | $384,000.00 | 6% | $242,885.00 | $45,678.57 | ||
Direct Capital Group Inc | 11 | 09/03/13 | 4/1/2014 | $11,000.00 | 8% | $11,000.00 | $8,125.00 | ||
Direct Capital Group Inc | 6 | 06/30/15 | 12/30/2015 | $240,000.00 | 8% | $240,000.00 | $22,843.00 | ||
Direct Capital Group Inc | 7 | 09/30/15 | 3/31/2016 | $240,000.00 | 8% | $240,000.00 | $10,416.44 | ||
Direct Capital Group Inc | 17 | 3/31/14 | 10/1/2014 | $16,000.00 | 8% | $16,000.00 | $8,304.00 | ||
Total | $891,000.00 | $749,885.00 | $95,367.01 | ||||||
NOW, THEREFORE, BE IT:
RESOLVED, that the Board of Directors, on behalf of the Company, and Direct Capital entered into an agreement on September 8, 2016, mutually agreeing upon the extinguishing of the Notes listed above as inclusion of compensation for the return of the oil and mining exploration Assets to Direct Capital.
The undersigned, do hereby certify that we are members of the Board of Directors of the Corporation; that the attached is a true and correct copy of resolution duly adopted and ratified at a meeting of the Board of Directors of the Corporation duly convened and held in accordance with its by-laws of the State of Nevada, as transcribed by us from the minutes; and that the same have not in any way been modified, repealed or rescinded and are in full force and effect.
IN WITNESS WHEREOF, We, have hereunto set our hands as Chief Executive Officer and Members of the Board of Directors of the Corporation.
Acknowledged by:
/s/ Gary B. Tilden
09-08-2016
Gary B. Tilden,, CEO
Date
/s/ Mike Schatz
09-08-2016
Mike Schatz, COO
Date
/s/ Robert Stillwaugh
09-08-2016
Robert L Stillwaugh, Chairman
Date
EXHIBIT 10.2 (EXHIBIT A)
DIRECT CAPITAL GROUP INC
1401 CAMINO DEL MAR
DEL MAR CA 92014
September 8, 2016
Gary Tilden, CEO
Simlatus Corporation
175 Joerschke Dr., Suite A
Grass Valley, CA 95945
Dear Mr. Tilden:
Direct Capital Group Inc. agrees that the following notes between Direct Capital Group, Inc. and Simlatus Corporation (Formerly Grid Petroleum Corporation) be cancelled effective immediately, in exchange for Oil Assets from Grid Petroleum Corp.
Note Holder | Note Ref. Number | Original Date | Maturity Date | Original Amount | Original Interest Rate | Current Principal | Current Interest 3/31/2016 | ||
Direct Capital Group Inc | 2 | 10/01/13 | 4/1/2014 | $384,000.00 | 6% | $242,885.00 | $45,678.57 | ||
Direct Capital Group Inc | 11 | 09/03/13 | 4/1/2014 | $11,000.00 | 8% | $11,000.00 | $8,125.00 | ||
Direct Capital Group Inc | 6 | 06/30/15 | 12/30/2015 | $240,000.00 | 8% | $240,000.00 | $22,843.00 | ||
Direct Capital Group Inc | 7 | 09/30/15 | 3/31/2016 | $240,000.00 | 8% | $240,000.00 | $10,416.44 | ||
Direct Capital Group Inc | 17 | 3/31/14 | 10/1/2014 | $16,000.00 | 8% | $16,000.00 | $8,304.00 | ||
Total | $891,000.00 | $749,885.00 | $95,367.01 | ||||||
Regards,
/s/ Jon Fullenkamp
Jon Fullenkamp
President
Direct Capital Group Inc