SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 9, 2017
Ultimate Rack Inc.
(Exact Name of Registrant as Specified in Charter)
Check the 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:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
SECTION 8 OTHER EVENTS
Item 8.01 Other Events.
On December 12, 2014, December 14, 2014 and January 15, 2015, the Company issued three Convertible Promissory Notes. The Company received on the referenced dates above $50,000, $5,000 and $50,000 respectively in the form of bona-fide cash transfers from each of the three non-affiliated parties (the Holder(s) or Seller(s)).
On February 17, 2017, River North Equity LLC. (the Purchaser), an existing note holder and creditor of the Company, having previously individually negotiated terms with the Sellers, purchased the three Notes through three separate Promissory Note Purchase agreements (the Agreement(s)).
Each of the three Sellers individually elected to accept consideration for the sale of their note amounts in the form of a portion of a note held by the Purchaser, dated January 9, 2015, having a principle face value of $111,111.00, and funded by bona-fide cash, in a separate un-associated issuer.
Each Seller conveyed all principle, accrued interest and penalty amounts of their note pursuant to the terms of their Agreement with the Purchaser. The purchaser similarly conveyed all proportionate principle, accrued interest and any other accruals to each Seller as the accepted consideration. The Company reviewed the agreement and provided consent to each Agreement.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
(b) Pro forma Financial Information.
(c) Shell Company Transaction.