Current Report Filing (8-k)
August 26 2020 - 3:33PM
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
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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))
Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock
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PLYN
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OTC
Markets
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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
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FINANCIAL
STATEMENTS AND EXHIBITS
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(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
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Description
of Exhibit
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10.01
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Form
8K filed with the Commission on June 1, 2020 (1)
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10.02
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Business
Register Extract Netherlands Chamber of Commerce (2)
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(1)
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Filed
with the Commission on Form 8-K on June 3, 2020 as Exhibit 10.01.
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(2)
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Filed
herewith.
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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 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:
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James Jenkins
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Its:
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Chief Executive Officer
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