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): June 1, 2020 (April 6,
2020)
PALAYAN RESOURCES,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-55348
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83-4575865
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(State
or other jurisdiction
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(Commission File Number)
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(IRS
Employer
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of
Incorporation)
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Identification Number)
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9300 Conroy Windermere Rd. #3250
Windermere, FL 34786
(407)
536-9422
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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))
ITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Closing of Scythian Mining Group Limited Share Exchange
Agreement
On
June 1, 2020 (the “Closing Date”), Palayan
Resources, Inc., a Nevada corporation (the “Company”), Scythian Mining
Group Limited, a company duly formed under the laws of United
Kingdom (Company#: 11038421) (“SMG”), and SMG’s wholly owned
subsidiary SMG-Gold B.V., a Dutch limited liability company
(Company KVK# 76235548) (“SMG-Gold”) (SMG is the sole-shareholder
of SMG-Gold) entered into a Waiver of Conditions & Closing
Agreement waiving certain closing conditions and closing that
certain Share Exchange Agreement (the “Share Exchange Agreement”)
by and among the Company, SMG and SMG-Gold dated April 4, 2020,
originally reported on Form 8-K filed with the Commission on April
6, 2020, as Exhibit 10.01 and incorporated herein by reference.
As per the terms of the Share Exchange Agreement, the Company
acquired 100% of the shares of SMG-Gold from the SMG-Gold
Shareholder (the “SMG-Gold Shares”) in
exchange for One Million shares of the Company’s Preferred Series A
and One Million shares of the Company’s Preferred Series C.
The Preferred Series A shares vote at a ratio of 100 to 1 and
convert at a ratio of 15 to 1 while the Preferred Series C shares
have no voting rights but convert at a ratio of 30 to 1.
These amounts represent 60% of the Company’s total number of
issued and outstanding common stock calculated on an as converted
basis. As a result of the closing of the Share Exchange Agreement,
SMG-Gold became a wholly owned subsidiary of the Company.
A
description of the specific terms and conditions of the acquisition
of SMG-Gold by the Company are set forth in the Share Exchange
Agreement, which was originally disclosed on Form 8-K filed with
the Commission on April 6, 2020 as Exhibit 10.01 and is
incorporated herein by reference, and the Waiver of Conditions
& Closing Agreement dated June 1, 2020, which is filed as
Exhibit 10.03 hereto, and the terms of which are incorporated
herein by reference.
ITEM
2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF
ASSETS.
The
information provided in Item 1.01 of this Current Report on Form
8-K related to the aforementioned Share Exchange Agreement is
incorporated by reference into this Item 2.01.
As a
result of the closing of the Share Exchange Agreement, SMG-Gold
became a wholly owned subsidiary of the Company. As of the date of
the closing of the Share Exchange Agreement, there were no material
relationships between the Company and SMG or between the Company
and any of SMG’s respective affiliates, directors, or officers, or
associates thereof, other than in respect of the Share Exchange
Agreement.
Further, as a result of, and as part of, the closing of the Share
Exchange Agreement, the Company has assumed various direct
financial obligations of SMG-Gold. Specifically, the Company has
assumed the following obligations: (1) $100,000 cash payment due on
or before July 15, 2020; (2) $400,000 cash payment due on or before
August 15, 2020; (3) $250,000 cash payment due on or before October
15, 2020; and (4) one-time issuance of 4,000,000 shares of the
Company’s restricted common stock (the “SMG Payments”) at a cost
basis of $0.3875 per share. The SMG Payments are all due and
payable to Bulat Umbetocivh Kulchimbayev (“Kulchimbayev”) and/or
his assignees.
A
description of the specific terms and conditions of the acquisition
of SMG Payments due and owing by the Company are set forth in
Addendum #4 by and between SMG-Gold and Kulchimbayev dated June 1,
2020 (the “Addendum”), filed herewith as Exhibit 10.04.
ITEM 3.02
UNREGISTERED SALES OF EQUITY SECURITIES.
The
information provided in Items 1.01 and 2.01 of this Current Report
on Form 8-K related to the aforementioned Share Exchange Agreement
and Addendum are incorporated by reference into this Item 3.02.
Cancellation of 15,000,000 Shares of Common Stock / Issuance of
Series B Preferred
On
June 1, 2020, Joel Dulatre Cortez (“Cortez”) and Mark Christian Soo
(“Soo”) agreed to cancel and return to authorized but unissued
status an aggregate of 15,000,000 shares of the Company’s common
stock, 10,000,000 shares of which were held by Cortez and 5,000,000
shares of which were held by Soo. In exchange therefore, Cortez
will receive 1,000,000 shares of the Company’s Series B Preferred
stock and Soo will receive 500,000 shares of the Company’s Series B
Preferred stock. The Series B Preferred stock votes and converts to
common stock at a ratio of 10 to 1.
Capitalization Table
The
following table sets forth certain information regarding the
Company's common stock beneficially owned on June 2, 2020, for (i)
each shareholder the Company knows to be the beneficial owner of 5%
or more of its outstanding common stock, (ii) each of the Company's
executive officers and directors, and (iii) all executive officers
and directors as a group. In general, a person is deemed to be a
"beneficial owner" of a security if that person has or shares the
power to vote or direct the voting of such security, or the power
to dispose or to direct the disposition of such security. A person
is also deemed to be a beneficial owner of any securities of which
the person has the right to acquire beneficial ownership within 60
days. To the best of the Company's knowledge, all persons named
have sole voting and investment power with respect to such shares,
except as otherwise noted. At June 2, 2020, 15,020,000 shares of
the Company's common stock were outstanding.
Name
of Person or Group
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# of
Shares
of
Common
Stock
Owned
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%
of
Common
Stock
Ownership
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#
of
Preferred
A
Stock
Owned
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%
of
Preferred
A
Stock
Ownership
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#
of
Preferred
B
Stock
Owned
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%
of
Preferred
B
Stock
Ownership
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#
of
Preferred
C
Stock
Owned
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%
of
Preferred
C
Stock
Ownership
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Total
Voting
Securities
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%
of
Ownership
of
Voting
Securities
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James E. Jenkins
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20,000
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0.00133%
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NIL
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0.00%
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NIL
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NIL
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NIL
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NIL
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20,000
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0.00015%
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Scythian Mining
Group
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NIL
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0.00%
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1,000,000
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100.00%
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NIL
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NIL
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1,000,000
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100.00%
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100,000,000
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74.6%
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Abellant Trust
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NIL
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0.00%
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NIL
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0.00%
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1,500,000
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100%
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NIL
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NIL
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15,000,000
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11.2%
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All executive officers
and
directors as a
group
(three persons)
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20,000
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0.00105%
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1,000,000
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100.00%
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1,500,000
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100%
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1,000,000
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100.00%
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115,020,000
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85.8%
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(1)Unless otherwise noted, the security ownership
disclosed in this table is of record and beneficial. The total
voting securities as of June 2, 2020 is 134,020,000 shares and the
percentage of ownership of voting securities above is based off of
such number.
(2)The Series A Preferred Shares carry the following
rights, preferences and privileges, each Series A Preferred Share
has voting rights of 100-1, the equivalent of 100,000,000 voting
shares prior to conversion, and each share of Series A Preferred
Stock converts into shares of the Company’s common stock at a rate
of one Series A Preferred Share for 15 shares of the Company’s
common stock, for a total, on an as converted basis, of 15,000,000
common shares.
(3) The Series C Preferred Shares carry the following
rights, preferences and privileges, each Series C Preferred Share
has no voting rights (prior to conversion) and each share of Series
C Preferred Stock converts into shares of the Company’s common
stock at a rate of one Series A Preferred Share for 30 shares of
the Company’s common stock, for a total on an as converted basis of
30,000,000 common shares.
(4)Barry Davis has voting and dispositive control over
the Series A Preferred Shares and the Series C Preferred Shares as
he is the Managing Director of Scythian Mining Group Limited.
(5)The Series B Preferred Shares carry the following
rights, preferences and privileges, each Series B Preferred Share
has voting rights (prior to conversion) of 10-1 and each share of
Series B Preferred Stock converts into shares of the Company’s
common stock at a rate of one Series B Preferred Share for 10
shares of the Company’s common stock, for a total, on an as
converted basis, of 15,000,000 common shares.
(6)Victor Elias, trustee for the Abellant Trust, has
voting and dispositive control over the Series B Preferred Shares.
(7)The security ownership in the above table reflects
and accounts for all of the issuances and cancellations as
described in this Form 8-K, some of which are still pending either
issuance or cancellation.
Exemption from Registration. The shares of common stock and
preferred stock referenced herein were issued in reliance upon an
exemption from registration afforded under Section 4(2) of the
Securities Act for transactions by an issuer not involving a public
offering, or Regulation D promulgated thereunder, or Regulation S
for offers and sales of securities outside the United States. The
share issuances described herein are exempt transactions pursuant
to Section 4(2) of the Securities Act as the acquisition was a
private transaction by the Company and did not involve any public
offering. Additionally, we relied upon the exemption afforded
by Rule 506 of Regulation D of the Securities Act which is a safe
harbor for the private offering exemption of Section 4(2) of the
Securities Act whereby an issuer may sell its securities to an
unlimited number of accredited investors, as that term is defined
in Rule 501 of Regulation D. Further, we relied upon the safe
harbor provision of Rule 903 of Regulation S of the Securities Act
which permits offers or sales of securities by the Company outside
of the United States that are not made to “U.S. Persons” or for the
account or benefit of a “U.S. Person”, as that term is defined in
Rule 902 of Regulation S.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a)
Financial Statements.
(d)
Exhibits. The following exhibits are either filed as a part
hereof or are incorporated by reference. Exhibit numbers correspond
to the numbering system in Item 601 of Regulation S-K.
Exhibit
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Number
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Description of
Exhibit
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10.01
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Share
Exchange Agreement by and among Palayan Resources, Inc., a Nevada
corporation, Scythian Mining Group Limited, and SMG-Gold B.V.
(1)
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10.03
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Waiver of Conditions & Closing Agreement by and among Palayan
Resources, Inc., a Nevada corporation (the “Company”), Scythian Mining
Group Limited, and SMG-Gold B.V. dated June 2, 2020.
(2)
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10.04
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Addendum #4 by and between SMG-Gold and Kulchimbayev dated June 2,
2020. (2)
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(1)Filed with the Commission on Form 8-K on April 6,
2020 as Exhibit 10.01.
(2)Filed herewith.
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 thereunto duly authorized.
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Palayan Resources,
Inc.
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Dated: June 2,
2020
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/s/James
Jenkins
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By:
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James Jenkins
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Its:
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Chief Executive
Officer
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