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):   April 13, 2020



(Exact name of registrant as specified in its charter)



(State or other

jurisdiction of incorporation)




File Number)



(I.R.S. Employer

Identification No.)


10300 W. Charleston

Las Vegas, NV 89135

(Address of principal executive offices) (zip code)


(702) 201-6450

(Registrant’s telephone number, including area code)

 (Former name or former address, if changed since last report.)


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:


[_] 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))


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).

Emerging growth company [_]


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 1 – Registrant’s Business and Operations


Item 1.01 Entry into a Material Definitive Agreement.


Note Conversion Agreements and Advance Conversion Agreements


Effective April 13, 2020, we entered into a total of eighteen (18) agreements (16 Note Conversion Agreements and 2 Advance Conversion Agreements) whereby an aggregate of $1,508,407.84 in outstanding principal and accrued interest was converted into an aggregate of 39,248,714 shares of our common stock. The conversion price was either $0.03 per share or $0.05 per share, depending on the individual agreement. The conversions included notes and advances held by our officers and directors and our largest shareholder, as follows:




Aggregate Principal and Interest


Aggregate Shares

Jay W. Decker $1,282,231.11 33,418,004
William Bossung $65,677.84 2,189,262
First Capital Properties LLC $16,180.00 539,334
Shelton S. Decker $33,717.78 782,223
Logan B. Decker $33,717.78 782,223
Kevin Pitts $51,255.56 1,025,112
Innovation Group Holdings, LLC $25,627.78 512,556


Section 3 – Securities and Trading Markets


Item 3.02 Unregistered Sale of Equity Securities.


The disclosure in Item 1.01 above regarding the issuance of securities in the exchange is incorporated herein by reference.


The shares of common stock issued pursuant to the Note Conversion Agreements and the Advance Conversion Agreements were offered and sold in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The investors have acquired the securities for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof. The securities were not issued through any general solicitation or advertisement.


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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.



  Grey Cloak Tech Inc.
Dated: April 17, 2020  /s/ Kevin Pitts
  By: Kevin “Duke” Pitts
  Its: President


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