UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
December 28, 2018
Simlatus
Corp.
(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
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(Commission
File
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(I.R.S.
Employer
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of
Incorporation)
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Number)
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Identification
Number)
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175
Joerschke Drive
Suite
A
Grass
Valley, CA
95945
(Address
of principal executive offices, including zip code)
530-205-3437
(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 registrant
under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY
NOTE
Simlatus
Corp. (the Company) is filing this Current Report on Form 8-K/A (“Amendment No. 1”) to amend its Current Report on
Form 8-K filed with the Securities and Exchange Commission on December 31, 2018 (the “Initial Report”), which disclosed
the closing of the Asset Purchase Agreement with Satel Group, Inc. (the “Acquired company”).
The
information previously reported in the Initial Report is hereby incorporated by reference into this Amendment No. 1. This Amendment
No. 1 on Form 8-K/A is being filed solely to provide the information required by Item 9.01 of Form 8-K, specifically the financial
statements of the Business Acquired, which is Satel Group, and to add a signature page and does not amend the Initial Report in
any manner other than such Item 9.01 and to add a signature page.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a)
Financial Statements of Business Acquired.
Audited
consolidated balances sheets of Satel Group, Inc, as of and for the years ended December 31, 2018 and December 31, 2017, audited
consolidated income statements for the nine months ended December 31, 2018 and December 31, 2017, and audited consolidated cash
flow statements for the nine months ended December 31, 2018 and December 31, 2017, and including the Independent Auditor’s
Report thereon, and the notes related thereto are filed as Exhibit 99.1 to this Amendment No. 1 and are incorporated herein by
reference.
(b)
Exhibits
Exhibit
Number
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Description
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23.1
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Consent of M&K CPAs, PLLC.
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99.1
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Audited consolidated balances sheets of Satel Group, Inc, as of and for the years ended December 31, 2018 and December 31, 2017, audited consolidated income statements for the nine months ended December 31, 2018 and December 31, 2017, and audited consolidated cash flow statements for the nine months ended December 31, 2018 and December 31, 2017, and including the Independent Auditor’s Report thereon, and the notes related thereto.
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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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Dated:
May 13, 2019
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By:
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/s/
Richard Hylen
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Richard
Hylen
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CEO,
President & Chairman
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Exhibit
23.1
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and
Stockholders
of Simlatus Corporation
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Simlatus Corporation (the Company) as of December 31, 2018 and 2017,
and the statements of operations, statements of stockholders’ equity (deficit), and cash flows for the nine month transition
periods ended December 31, 2018 and 2017, and the related notes and schedules (collectively referred to as the financial statements).
In our opinion, the financial statements audited present fairly, in all material respects, the financial position of the Company
as of December 31, 2018 and 2017, and the transition periods described above, in conformity with accounting principles generally
accepted in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but
not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company suffered losses from operations which raise substantial doubt about its ability to
continue as a going concern. Managements plans regarding those matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
/s/
M&K CPAS, PLLC
We
have served as the Company’s auditor since 2018.
Houston,
TX
May
8, 2019