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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K/A
(Amendment No. 2)
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 28, 2019
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Simlatus
Corp.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-53276
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20-2675800
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(State
or other
jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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175
Joerschke Dr, Suite A
Grass Valley, California 95945
(Address of principal executive offices)
(530)
215-3437
(Registrant’s telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under
any of the following provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits
As
reported on our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2018, Simlatus Corp.
closed the merger transaction (the “Merger”) that was the subject of that certain Agreement and Plan of Merger (the
“Merger Agreement”) with Satel Group, Inc. dated November 13, 2018. Satel Group, Inc. merged with and into Simlatus,
with Satel remaining as the surviving entity. The merger is treated as a “reverse merger” under the purchase method
of accounting, with Satel as the accounting acquirer.
Simlatus
Corp. (“the Company”) is filing this Current Report on Form 8-K/A (“Amendment No. 2”) to amend its Current
Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2018 (the “Initial Report”),
and to amend its Current Report on Form 8-K/A filed with the Securities and Exchange Commission on May 14, 2019 (“Amendment
No. 1”).
On
May 17, 2019, the Company filed an 8-K pursuant to Item 4.02 for non-reliance of previously issued financial statements or related
audit report or completed interim review. The Company noted that due to errors described in this Item 4.02, disclosure should
be made, and action taken to prevent future reliance on its previously filed 8-K/A Amendment No. 1, filed on May 14, 2019. On
May 17, 2019, management concluded that the Company’s Form 8-K/A Amendment No 1 that was related to its acquisition of Satel
Group, Inc. did not include the Satel Group 2017 and 2016 audited financial statements, financial statements for the nine-month
period ended September 30, 2018 and 2017, and pro forma financial statements. In addition, the financial statements were not reviewed
by the independent auditor, M&K CPAS, PLLC, whose consent letter was also incorrectly omitted.
In
light of the errors identified above, the Company’s previously filed financial statements and other financial information
included in the 8-K/A Amendment No. 1 filed on May 14, 2019 should not be relied upon.
The
purpose of this amended filing is to enclose the corrected audited financial statements of Satel Group, Inc. for the years ended
December 31, 2017 and 2016, the unaudited financial statements for Satel Group, Inc. for the periods ended September 30, 2018
and 2017, and pro forma financial statements, as required, and can be relied upon.
Exhibits
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.
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Simlatus
Corp.
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Date:
June 28, 2019
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By:
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/s/
Richard Hylen
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Richard
Hylen
Chief Executive Officer
(Principal Executive Officer)
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