Current Report Filing (8-k)
August 26 2020 - 03:33PM
Edgar (US Regulatory)
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): August 25, 2020
(June 3, 2020 and June 29, 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 |
(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each
class |
Trading Symbol(s) |
Name of each exchange on which
registered |
Common Stock |
PLYN |
OTC Markets |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of
the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☒
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 ☒
The
8K is being issued to correct information that was previously filed
on June 3, 2020, for the periods ending June 1, 2020, and June 29,
2020; pursuant to the closing of the Share Exchange Agreement
between the Company and Scythian Mining Group Limited, (“SMG”), and
SMG’s wholly owned subsidiary SMG-Gold, B.V., as to ITEM 2.01
COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS, and
Item 3.02 Unregistered
SALES of Equity Securities.
On
June 1, 2020, the Company reported the closing of the Share
Exchange Agreement, by reference Form 8-K filed June 3, 2020, ITEM
2.02, stating the transaction between the Company and SMG-Gold B.V.
had closed. Subsequent to the filing on June 3, 2020, the closing
was delayed due to the requirement of registering the SMG-Gold B.V.
shares as required by Dutch Civil Code. This share registration
process took longer than anticipated and was completed on July 7,
2020, at which time the Company became the sole shareholder of
SMG-Gold B.V., Exhibit 10.03 attached. The closing of the Share
Exchange Agreement became effective July 7, 2020.
On
June 29, 2020, the Company reported in ITEM 4. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, Note (7) that Joel
Dulatre Cortez (“Cortez”) and Mark Christian Soo (“Soo”) shares
were not cancelled as previously reported in Form 8K filed on June
1, 2020, Item 3.02
Unregistered SALES of Equity Securities. However, the Series
B had been issued to Abellant Trust pursuant to an agreement
between Mr. Cortez and Mr. Soo. Subsequently, the contemplated
transaction between Mr. Cortez and Mr. Soo with Abellant Trust was
not consummated, and the Series B Preferred shares have been
cancelled.
The
one million (1,000,000) shares of Series C Preferred Shares have
been cancelled and reissued in the amount of three hundred thousand
(300,000) shares.
Further, the
Company has filed an amendment with the Nevada SOS changing the
Series A Preferred Voting Rights from the current 100:1 to
20:1.
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
Number |
Description
of Exhibit |
10.01 |
Form
8K filed with the Commission on June 1, 2020
(1) |
10.02 |
Business
Register Extract Netherlands Chamber of Commerce
(2) |
(1) |
Filed
with the Commission on Form 8-K on June 3, 2020 as Exhibit
10.01. |
(2) |
Filed
herewith. |
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:
August 18, 2020 |
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/s/James
Jenkins |
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By: |
James
Jenkins |
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Its: |
Chief
Executive Officer |
Palayan Resources (PK) (USOTC:PLYN)
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