Attached files
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| EX-32.1 - CERTIFICATION - BrewBilt Brewing Co | ex321.htm |
| EX-31.2 - CERTIFICATION - BrewBilt Brewing Co | ex312.htm |
| EX-31.1 - CERTIFICATION - BrewBilt Brewing Co | ex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2016
For the transition period from ______ to _______
Commission File Number 000-53276
SIMLATUS CORPORATION
(Name of small business issuer in its charter)
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Nevada
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20-2675800
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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175 Joerschke Dr., Ste. A
Grass Valley, CA 95945
(Address of principal executive offices)
(530) 205-3437
(Registrant’s telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ] (Do not check if a smaller reporting company)
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Smaller reporting company
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[X]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of October 26, 2016, there were 162,645,819 shares of the registrant’s $0.00001 par value common stock issued and outstanding.
_____________________________________________________________________________________________
EXPLANATORY NOTE
We are filing this Form 10-Q/A for the sole purpose of a revision to the cover page of our Form 10-Q for the nine months ended September 30, 2016 (the “Original Form 10-Q”) as filed with the Securities and Exchange Commission on November 16, 2016 (the “Filing Date”). The Company has revised its disclosures in this Form 10-Q/A in order to accurately reflect that the Company has submitted electronically and posted on its corporate Web site every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). The cover page as included herein indicates a check mark response of [X] YES.
Other than as set out above, this Amendment speaks as of the filing date of the Original Form 10-Q (the "Filing date"), does not reflect events that may have occurred subsequent to the Filing Date, and does not modify or update in any way disclosures made in the original Form 10-Q as filed on November 16, 2016.
SIMLATUS CORP.*
TABLE OF CONTENTS
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Page
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PART I. FINANCIAL INFORMATION
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ITEM 1.
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FINANCIAL STATEMENTS
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3
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ITEM 2.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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25
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ITEM 3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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28
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ITEM 4.
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CONTROLS AND PROCEDURES
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28
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PART II. OTHER INFORMATION
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ITEM 1.
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LEGAL PROCEEDINGS
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29
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ITEM 1A.
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RISK FACTORS
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29
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ITEM 2.
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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29
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ITEM 3.
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DEFAULTS UPON SENIOR SECURITIES
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29
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ITEM 4.
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SUBSEQUENT EVENTS
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29
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ITEM 5.
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OTHER INFORMATION
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29
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ITEM 6.
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EXHIBITS
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30
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Special Note Regarding Forward-Looking Statements
Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Simlatus Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we,"”SIML,” "our," "us," the "Company," refers to Simlatus Corp.
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ITEM 6. EXHIBITS
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Exhibit Number
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Description of Exhibit
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Filing
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3.1
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Articles of Incorporation
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Filed with the SEC on June 8, 2007 as part of our Registration of Securities on Form SB-2.
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3.1a
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Amended Articles of Incorporation
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Filed with the SEC on November 11, 2009, on our Current Report on Form 8-K.
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3.2
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Bylaws
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Filed with the SEC on June 8, 2007 as part of our Registration of Securities on Form SB-2.
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10.1
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Loan Agreement, by and between the Company and Kelly Sundberg, dated December 18, 2006
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Filed with the SEC on June 8, 2007 as part of our Registration of Securities on Form SB-2.
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10.2
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Loan Agreement, by and between the Company and Green Shoe, Inc., dated March 26, 2008
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Filed with the SEC on March 28, 2008 as part of our Current Report on Form 8-K.
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10.3
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Employment Agreement, by and between the Company and Paul Watts, dated January 31, 2010
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Filed with the SEC on March 9, 2010 as part of our Current Report on Form 8-K.
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10.4
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Asset Purchase and Sale Agreement, by and between the Company and Murrayfield Limited, dated March 11, 2010
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Filed with the SEC on March 23, 2010 as part of our Current Report on Form 8-K.
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10.5
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Share Issuance Agreement, by and between the Company and Premier Global Corp, dated April 23, 2010
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Filed with the SEC on April 28, 2010 as part of our Current Report on Form 8-K.
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10.6
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Separation Agreement, by and amongst the Company and Kelly Sundberg, Stephen Ronaldson and Paul Watts, dated December 3, 2010
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Filed with the SEC on December 7, 2010 as part of our Current Report on Form 8-K/A.
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10.7
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Share Exchange Agreement, by and between the Company and Joaquin Basin Resources Inc., dated January 20, 2011
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Filed with the SEC on January 25, 2011 as part of our Current Report on Form 8-K.
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10.8
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Agreement for the Sale and Assignment and Affirmation of Obligation, by and amongst the Company, Green Shoe, LLC, and Syndication Capital, LLC, dated January 28, 2011
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Filed with the SEC on February 4, 2011 as part of our Current Report on Form 8-K.
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10.9
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Form of Securities Purchase Agreement, by and between the Company and Buyer, dated February 24, 2011
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Filed with the SEC on March 10, 2011 as part of our Current Report on Form 8-K.
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10.10
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Form of Convertible Promissory Note, by and between the Company and Holder, dated February 24, 2011
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Filed with the SEC on March 10, 2011 as part of our Current Report on Form 8-K.
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10.11
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Form of Securities Purchase Agreement, by and between the Company and Buyer, dated May 13, 2011
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Filed with the SEC on June 13, 2011 as part of our Current Report on Form 8-K.
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10.12
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Form of Convertible Promissory Note, by and between the Company and Holder, dated May 13, 2011
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Filed with the SEC on June 13, 2011 as part of our Current Report on Form 8-K.
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10.13
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Transfer of Asset by and between, Xploration Inc., and Joaquin Basin Resources, dated January 20, 2011
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Filed with the SEC on November 23, 2011 as part of our Current Report on Form 8-K.
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10.14
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Mineral Rights Purchase Amendment, by and between Xploration Inc. and Joaquin Basin Resources, dated November 21, 2011
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Filed with the SEC on November 23, 2011 as part of our Current Report on Form 8-K
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10.15
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Contract Agreement, by and between the Company and James Powell, dated October 24, 2011
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Filed with the SEC on February 9, 2012, as part of our Quarterly Report on Form 10-Q.
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10.16
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Employment/Consulting Agreement, by and between the Company and Tim DeHerrera, dated December 2, 2011
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Filed with the SEC on February 9, 2012, as part of our Quarterly Report on Form 10-Q.
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10.17
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Debt Settlement Agreement, by and between the Company and Syndication Capital, dated December 31, 2012
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Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
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10.18
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Debt Settlement Agreement, by and between the Company and Direct Capital Group, Inc., dated December 31, 2012
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Filed with the SEC on February 19, 2013 as part of our Quarterly Report on Form 10-Q.
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10.19
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Debt Settlement Agreement, by and between the Company and Xploration Incorporated, dated December 31, 2012
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Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
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10.20
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Purchase Agreement by and between the Company and Xploration Incorporated, dated July 31, 2013
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Filed with the SEC on August 5, 2013, as part of our Current Report on Form 8-K.
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3
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10.21
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Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated July 31, 2013
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Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
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10.22
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Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated July 31, 2013
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Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
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10.23
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Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated August 31, 2013
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Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
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10.24
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Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated September 30, 2013
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Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
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10.25
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Convertible Promissory Note entered by and between the Company and Direct Capital Group, dated October 1, 2013
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Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
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10.26
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Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated October 31, 2013
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Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
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10.27
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Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated November 30, 2013
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Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
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10.28
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Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated December 31, 2013
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Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
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10.29
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Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated January 31, 2014
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Filed with the SEC on July 15, 2014 as part of our Annual Report on Form 10-K.
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10.30
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Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated March 31, 2014
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Filed with the SEC on July 15, 2014 as part of our Annual Report on Form 10-K.
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10.31
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Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated March 31, 2014
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Filed with the SEC on July 15, 2014 as part of our Annual Report on Form 10-K.
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10.32
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Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated April 30, 2014
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Filed with the SEC on August 14, 2014 as part of our Quarterly Report on Form 10-Q.
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10.33
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Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated July 31, 2014
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Filed with the SEC on November 14, 2014 as part of our Quarterly Report on Form 10-Q.
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10.34
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Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated October 31, 2014
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Filed with the SEC on February 17, 2015 as part of our Quarterly Report on Form 10-Q.
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10.35
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Convertible Promissory Note entered by and between the Company and Direct Capital Group, dated October 1, 2014
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Filed with the SEC on February 17, 2015 as part of our Quarterly Report on Form 10-Q.
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10.36
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Convertible Promissory Note entered by and between the Company and Direct Capital Group, dated January 1, 2015
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Filed with the SEC on February 17, 2015 as part of our Quarterly Report on Form 10-Q.
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10.37
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Convertible Promissory Note entered by and between the Company and Direct Capital Group, dated March 31, 2015
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Filed with the SEC on July 14, 2015 as part of our Annual Report on Form 10-K.
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10.38
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Convertible Promissory Note entered by and between the Company and Direct Capital Group, dated June 30, 2015
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Filed with the SEC on August 7, 2015 as part of our Quarterly Report on Form 10-Q.
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10.39
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Convertible Promissory Note entered by and between the Company and Direct Capital Group, dated September 30, 2015
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Filed with the SEC on November 18, 2015 as part of our Quarterly Report on Form 10-Q.
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10.40
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Convertible Promissory Note entered by and between the Company and Direct Capital Group, Inc., dated October 31, 2015
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Filed with the SEC on February 12, 2016 as part of our Quarterly Report on Form 10-Q.
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10.41
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Convertible Promissory Note entered by and between the Company and Direct Capital Group, Inc., dated November 30, 2015
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Filed with the SEC on February 12, 2016 as part of our Quarterly Report on Form 10-Q.
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10.42
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Convertible Promissory Note entered by and between the Company and Direct Capital Group, Inc., dated December 31, 2015
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Filed with the SEC on February 12, 2016 as part of our Quarterly Report on Form 10-Q.
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10.43
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Convertible Promissory Note entered by and between the Company and Direct Capital Group, Inc., dated January 31, 2016
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Filed with the SEC on June 29, 2016 as part of our Annual Report on Form 10-K.
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4
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10.44
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Convertible Promissory Note entered by and between the Company and Direct Capital Group, Inc., dated February 29, 2016
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Filed with the SEC on June 29, 2016 as part of our Annual Report on Form 10-K.
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10.45
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Asset Purchase Agreement, by and between the Company and RJM and Associates, dated March 9, 2016
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Filed with the SEC on March 10, 2016 as part of our Current Report on Form 8-K.
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10.46
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Consulting Agreement, by and between the Company and Gary Tilden, dated March 10, 2016
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Filed with the SEC on June 29, 2016 as part of our Annual Report on Form 10-K.
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10.47
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Consulting Agreement, by and between the Company and Mike Schatz, dated March 10, 2016
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Filed with the SEC on June 29, 2016 as part of our Annual Report on Form 10-K.
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10.48
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Consulting Agreement, by and between the Company and Robert Stillwaugh, dated March 10, 2016
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Filed with the SEC on June 29, 2016 as part of our Annual Report on Form 10-K.
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10.49
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Consulting Agreement, by and between the Company and D.M. Murtaugh, dated March 10, 2016
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Filed with the SEC on June 29, 2016 as part of our Annual Report on Form 10-K.
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10.50
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Assignment of Debt Agreement, by and between the Company and Rockwell Capital Partners, LLC, dated April 12, 2016
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Filed with the SEC on June 29, 2016 as part of our Annual Report on Form 10-K.
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10.51
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Assignment of Debt Agreement, by and between the Company and Microcap Equity Group, LLC, dated May 4, 2016
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Filed with the SEC on June 29, 2016 as part of our Annual Report on Form 10-K.
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10.52
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Assignment of Debt Agreement, by and between the Company and V2IP, LLC, dated May 13, 2016
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Filed with the SEC on June 29, 2016 as part of our Annual Report on Form 10-K.
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10.53
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Convertible Promissory Note entered by and between the Company and Direct Capital Group, dated April 7, 2016
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Filed with the SEC on August 15, 2016 as part of our Quarterly Report on Form 10-Q.
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10.54
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Convertible Promissory Note entered by and between the Company and Direct Capital Group, dated May 17, 2016
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Filed with the SEC on August 15, 2016 as part of our Quarterly Report on Form 10-Q.
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10.55
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Promissory Note entered by and between the Company and Carl Ambrose, dated June 6, 2016
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Filed with the SEC on August 15, 2016 as part of our Quarterly Report on Form 10-Q.
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16.1
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Representative Letter from John Kinross-Kennedy
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Filed with the SEC on February 19, 2013 as part of our Quarterly Report on Form 10-Q.
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16.2
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Representative Letter from Anton & Chia LLP.
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Filed with the SEC on October 25, 2013 as part of our Current Report on Form 8-K.
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31.01
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Certification of Principal Executive Officer Pursuant to Rule 13a-14
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Filed herewith.
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31.02
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Certification of Principal Financial Officer Pursuant to Rule 13a-14
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Filed herewith.
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32.01
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Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act
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Filed herewith
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101.INS
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XBRL Instance Document
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Filed with the SEC on November 16, 2016 as part of our Quarterly Report on Form 10-Q.
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101.SCH
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XBRL Taxonomy Extension Schema Document
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Filed with the SEC on November 16, 2016 as part of our Quarterly Report on Form 10-Q.
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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Filed with the SEC on November 16, 2016 as part of our Quarterly Report on Form 10-Q.
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101.LAB
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XBRL Taxonomy Extension Labels Linkbase Document
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Filed with the SEC on November 16, 2016 as part of our Quarterly Report on Form 10-Q.
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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Filed with the SEC on November 16, 2016 as part of our Quarterly Report on Form 10-Q.
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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Filed with the SEC on November 16, 2016 as part of our Quarterly Report on Form 10-Q.
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*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SIMLATUS CORP.
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Dated: December 23, 2016
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/s/ Gary Tilden
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Gary Tilden
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Its: President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)
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