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): January 6, 2017
STWC HOLDINGS, INC.
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(Exact name of Registrant as specified in its charter)
Colorado 000-52825 20-8980078
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1350 Independence St., Suite 300
Lakewood, CO 80215
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (303) 736-2442
Strainwise, Inc.
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(Former name or former address if changed since last report)
Check 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 (see General Instruction A.2. below)
[ ] 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
The following is a correction of certain disclosures made in the Company's
April 30, 2016 10-Q report:
As of April 30, 2016, three unrelated third parties had collectively
loaned the Company $2,465,000, of which $1,800,000 was outstanding at January
31, 2016. The loans bear interest at 25% per year, are unsecured, and become due
and payable on January 31, 2017. Interest only payments are due each month, and
at the option of the lenders, the loans can be converted into shares of the
Company's common stock at the rate of $1.00 per share. The loan proceeds were
used to pay general and administrative expenses. As of April 30, 2016, the
Company was in default under the terms of the notes in that the Company had not
paid the full amount of the monthly interest as it became due. As a result, all
principal, plus accrued and unpaid interest owing under the terms of the notes
are classified as current liabilities in the accompanying financial statements.
Effective June 30, 2016, the Company entered into a debt modification
agreement with the lenders. Pursuant to the agreement, the Company will pay the
lenders $84,482 each month for ten months, with the first payment due on August
15, 2016. The $84,482 consists of past due interest of $32,482 plus current
monthly interest of $52,000. Beginning June 15, 2017 only current monthly
interest of $52,000 will be due the lenders. In addition to the above:
o The maturity dates of the loans were extended to February 2018;
o Shawn Phillips agrees to cause a portion of proceeds from the sale of
his personal assets, that are the underlying value for his personal
guarantee of the notes, to be remitted to the Company in an amount
equal to all accrued and unpaid interest, plus a portion of the amount
of unpaid principal.
o In the event that the gross proceeds from the sale of personal assets
do not satisfy all principal, accrued and unpaid interest due under
the terms of the convertible notes, Shawn Phillips agrees to negotiate
in good faith a repayment plan to ensure that the convertible notes
are fully repaid under the terms of those convertible notes.
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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: January 6, 2017 STWC HOLDINGS, INC.
By: /s/ Erin Phillips
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Erin Phillips, President
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