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Jack The Wolf

08/21/20 8:46 AM

#24436 RE: Laster #24435

$BBRW has a lot of revs!

Hobo Joe

08/21/20 8:57 AM

#24437 RE: Laster #24435

I contacted them but still no response. If I haven't heard back from them by next week, I'll post it up on their Twitter feed. These are legitimate concerns and the longer they go unanswered, the worse it looks.

......

Lots of talk about sketchy business with the $4 million consulting fee. This, apparently, can be explained as BGREEN PARTNERS INC. getting 400,000 shares of preferred stock (valued at $10 per share). So who is BGREEN PARTNERS INC. and why are they getting $4 million?

I've heard some claim that this was legit but I'm not convinced. A google search of that company is pretty much a dead end aside from:
https://opencorporates.com/companies/us_fl/P19000010018

Other than that, they don't seem to exist. Nothing else online, nothing on file with the SEC that I could find, nada. Ditto for their sole officer, Anthony Super.

If you type in their address for a satellite image, you get what appears to be a run down residence with an adjoining junk yard. Not what you'd expect for a company receiving $4 million dollars in "consultation fees".

https://www.google.com/maps/dir//34630+Avenue+E,+Yucaipa,+CA+92399/@34.0270354,-117.0491936,144m/data=!3m1!1e3!4m8!4m7!1m0!1m5!1m1!1s0x80db50e23a13b7a9:0xf9c22b4753bffd1e!2m2!1d-117.0489514!2d34.0273301

To me, this has the appearance of a shell company involved in a sketchy transaction. At any rate, if anyone has a link to concrete information on this company, please provide it. Thanks. If there is a link to detailed information on exactly what Brewbilt is getting in the exchange, again, please provide a link.

I contacted Brewbilt as a shareholder and requested that additional information be provided. No response as of yet but I'll keep you posted.

Thanks all.

MikeyInTheD

08/21/20 10:18 AM

#24447 RE: Laster #24435

They didn’t give out $4 million in cash. They didn’t have that much cash to spend. It’s a consultant fee that is more of a deferred salary/bonus should the company ever be profitable and be able to pay off the debt. Very common with pennies and gives related parties more incentive to turn the company around to a profit.

kennypooh

08/21/20 10:24 AM

#24449 RE: Laster #24435

Before you jump into this scam too with both feet yelling Weeeeee, you should review your SIML's financials and most of your questions will be answered. Optempus is Scott Sand and his minions including his partner/wife Donna Murtaugh

Excerpts from the SIML 2019 10-K:
https://www.otcmarkets.com/filing/html?id=14196409&guid=b176UKAgXc9Hf3h

Optempus Investments, LLC

On September 4, 2019, the Company received $25,000 cash from the issuance of a convertible promissory note with Optempus Investments, LLC in the amount of $25,000. The note bears interest at 6% (increases to 24% per annum upon an event of default), matures on April 4, 2020, and is convertible into the lower of 1) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of the note, and 2) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $25,000 due to this conversion feature, and $13,850 has been amortized to the statement of operations. The debt discount had a balance at December 31, 2019 of $11,150. As of December 31, 2019, the note had a principal balance of $25,000 and accrued interest of $485.

On September 13, 2019, the Company received $20,000 cash from the issuance of a convertible promissory note with Optempus Investments, LLC in the amount of $20,000. The note bears interest at 6% (increases to 24% per annum upon an event of default), matures on April 13, 2020, and is convertible into the lower of 1) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of the note, and 2) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $20,000 due to this conversion feature, and $8,851 has been amortized to the statement of operations. The debt discount had a balance at December 31, 2019 of $11,149. As of December 31, 2019, the note had a principal balance of $20,000 and accrued interest of $358.

On October 15, 2019, the Company received $25,000 cash from the issuance of a convertible promissory note with Optempus Investments, LLC in the amount of $25,000. The note bears interest at 6%, matures on June 15, 2020, and is convertible into 70% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $25,000 due to this conversion feature, and $7,889 has been amortized to the statement of operations. The debt discount had a balance at December 31, 2019 of $17,111. As of December 31, 2019, the note had a principal balance of $25,000 and accrued interest of $316.


10. CONVERTIBLE PREFERRED STOCK

Series A Convertible Preferred Stock

On October 26, 2018, the Company issued 488,827 Series A Convertible Preferred shares at $1.79 per share to Donna Murtaugh, to settle liabilities of $875,000 owed to her pursuant to the Asset Purchase Agreement dated March 9, 2016.

On January 9, 2019, the Company entered into an Asset Purchase Agreement Proscere Bioscience Inc., a Florida Corporation. Pursuant to the Asset Purchase Agreement, Proscere Bioscience assigned and transferred all of its right, title, and interest to its fixed assets and “know how” to Simlatus Corporation. These assets and “know how” pursuant to the 5 year Exclusive Distribution & License Agreement dated January 9, 2019 are valued at $3,000,000. As consideration for the assets and “know how” Simlatus Corporation issued 1,675,978 shares of Convertible Preferred Series A stock at a price of $1.79 per share. At that time, Proscere Bioscience became a wholly subsidiary of Simlatus Corporation.

On April 10, 2019, the Board of Directors repurchased and returned to treasury 25,140 Convertible Preferred Series A Shares in the name of Optempus Investments, LLC. The company authorized and paid the payment of $45,000 to Optempus Investments, LLC for the repurchase of 25,140 Convertible Preferred Series A at $1.79 per share. This transaction is pursuant with the Asset Purchase Agreement of Proscere Bioscience and the IP of the Cold-Water CBD/HEMP Extraction Systems. The Convertible Preferred Series A Stock is convertible to common stock at market price the day of conversion.

On June 3, 2019, the Board of Directors repurchased and returned to treasury 18,159 Convertible Preferred Series A Shares in the name of Optempus Investments, LLC. The company authorized and paid the payment of $32,505 to Optempus Investments, LLC for the repurchase of 18,159 Convertible Preferred Series A at $1.79 per share. This transaction is pursuant with the Asset Purchase Agreement of Proscere Bioscience and the IP of the Cold-Water CBD/HEMP Extraction Systems. The Convertible Preferred Series A Stock is convertible to common stock at market price the day of conversion.

The Series A Convertible Preferred Stock has been classified as mezzanine equity since it embodies a conditional obligation that the Company may settle by issuing a variable number of equity shares and the monetary value of the obligation is based on a fixed monetary amount known at inception. Each share of the Convertible Series A Preferred Stock has a fixed value of $1.79 per share, has no voting rights, and is convertible into common stock at closing market price on the date of conversion. The Company has recorded $10,713,594, which represents 5,985,248 Series A Preferred Stock at $1.79 per share, issued and outstanding as of December 31, 2019, outside of permanent equity and liabilities.

Excerpts from the SIML 2019 10-K:
https://www.otcmarkets.com/filing/html?id=14196409&guid=b176UKAgXc9Hf3h

Optempus Investments, LLC

On September 4, 2019, the Company received $25,000 cash from the issuance of a convertible promissory note with Optempus Investments, LLC in the amount of $25,000. The note bears interest at 6% (increases to 24% per annum upon an event of default), matures on April 4, 2020, and is convertible into the lower of 1) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of the note, and 2) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $25,000 due to this conversion feature, and $13,850 has been amortized to the statement of operations. The debt discount had a balance at December 31, 2019 of $11,150. As of December 31, 2019, the note had a principal balance of $25,000 and accrued interest of $485.

On September 13, 2019, the Company received $20,000 cash from the issuance of a convertible promissory note with Optempus Investments, LLC in the amount of $20,000. The note bears interest at 6% (increases to 24% per annum upon an event of default), matures on April 13, 2020, and is convertible into the lower of 1) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of the note, and 2) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $20,000 due to this conversion feature, and $8,851 has been amortized to the statement of operations. The debt discount had a balance at December 31, 2019 of $11,149. As of December 31, 2019, the note had a principal balance of $20,000 and accrued interest of $358.

On October 15, 2019, the Company received $25,000 cash from the issuance of a convertible promissory note with Optempus Investments, LLC in the amount of $25,000. The note bears interest at 6%, matures on June 15, 2020, and is convertible into 70% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $25,000 due to this conversion feature, and $7,889 has been amortized to the statement of operations. The debt discount had a balance at December 31, 2019 of $17,111. As of December 31, 2019, the note had a principal balance of $25,000 and accrued interest of $316.


10. CONVERTIBLE PREFERRED STOCK


Series A Convertible Preferred Stock



On October 26, 2018, the Company issued 488,827 Series A Convertible Preferred shares at $1.79 per share to Donna Murtaugh, to settle liabilities of $875,000 owed to her pursuant to the Asset Purchase Agreement dated March 9, 2016.



On January 9, 2019, the Company entered into an Asset Purchase Agreement Proscere Bioscience Inc., a Florida Corporation. Pursuant to the Asset Purchase Agreement, Proscere Bioscience assigned and transferred all of its right, title, and interest to its fixed assets and “know how” to Simlatus Corporation. These assets and “know how” pursuant to the 5 year Exclusive Distribution & License Agreement dated January 9, 2019 are valued at $3,000,000. As consideration for the assets and “know how” Simlatus Corporation issued 1,675,978 shares of Convertible Preferred Series A stock at a price of $1.79 per share. At that time, Proscere Bioscience became a wholly subsidiary of Simlatus Corporation.



On April 10, 2019, the Board of Directors repurchased and returned to treasury 25,140 Convertible Preferred Series A Shares in the name of Optempus Investments, LLC. The company authorized and paid the payment of $45,000 to Optempus Investments, LLC for the repurchase of 25,140 Convertible Preferred Series A at $1.79 per share. This transaction is pursuant with the Asset Purchase Agreement of Proscere Bioscience and the IP of the Cold-Water CBD/HEMP Extraction Systems. The Convertible Preferred Series A Stock is convertible to common stock at market price the day of conversion.



On June 3, 2019, the Board of Directors repurchased and returned to treasury 18,159 Convertible Preferred Series A Shares in the name of Optempus Investments, LLC. The company authorized and paid the payment of $32,505 to Optempus Investments, LLC for the repurchase of 18,159 Convertible Preferred Series A at $1.79 per share. This transaction is pursuant with the Asset Purchase Agreement of Proscere Bioscience and the IP of the Cold-Water CBD/HEMP Extraction Systems. The Convertible Preferred Series A Stock is convertible to common stock at market price the day of conversion.

The Series A Convertible Preferred Stock has been classified as mezzanine equity since it embodies a conditional obligation that the Company may settle by issuing a variable number of equity shares and the monetary value of the obligation is based on a fixed monetary amount known at inception. Each share of the Convertible Series A Preferred Stock has a fixed value of $1.79 per share, has no voting rights, and is convertible into common stock at closing market price on the date of conversion. The Company has recorded $10,713,594, which represents 5,985,248 Series A Preferred Stock at $1.79 per share, issued and outstanding as of December 31, 2019, outside of permanent equity and liabilities.

Excerpts from the SIML 2019 10-K:
https://www.otcmarkets.com/filing/html?id=14196409&guid=b176UKAgXc9Hf3h

Optempus Investments, LLC

On September 4, 2019, the Company received $25,000 cash from the issuance of a convertible promissory note with Optempus Investments, LLC in the amount of $25,000. The note bears interest at 6% (increases to 24% per annum upon an event of default), matures on April 4, 2020, and is convertible into the lower of 1) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of the note, and 2) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $25,000 due to this conversion feature, and $13,850 has been amortized to the statement of operations. The debt discount had a balance at December 31, 2019 of $11,150. As of December 31, 2019, the note had a principal balance of $25,000 and accrued interest of $485.

On September 13, 2019, the Company received $20,000 cash from the issuance of a convertible promissory note with Optempus Investments, LLC in the amount of $20,000. The note bears interest at 6% (increases to 24% per annum upon an event of default), matures on April 13, 2020, and is convertible into the lower of 1) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of the note, and 2) 70% of the lowest trading price of the 30 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $20,000 due to this conversion feature, and $8,851 has been amortized to the statement of operations. The debt discount had a balance at December 31, 2019 of $11,149. As of December 31, 2019, the note had a principal balance of $20,000 and accrued interest of $358.

On October 15, 2019, the Company received $25,000 cash from the issuance of a convertible promissory note with Optempus Investments, LLC in the amount of $25,000. The note bears interest at 6%, matures on June 15, 2020, and is convertible into 70% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $25,000 due to this conversion feature, and $7,889 has been amortized to the statement of operations. The debt discount had a balance at December 31, 2019 of $17,111. As of December 31, 2019, the note had a principal balance of $25,000 and accrued interest of $316.

10. CONVERTIBLE PREFERRED STOCK

Series A Convertible Preferred Stock

On October 26, 2018, the Company issued 488,827 Series A Convertible Preferred shares at $1.79 per share to Donna Murtaugh, to settle liabilities of $875,000 owed to her pursuant to the Asset Purchase Agreement dated March 9, 2016.

On January 9, 2019, the Company entered into an Asset Purchase Agreement Proscere Bioscience Inc., a Florida Corporation. Pursuant to the Asset Purchase Agreement, Proscere Bioscience assigned and transferred all of its right, title, and interest to its fixed assets and “know how” to Simlatus Corporation. These assets and “know how” pursuant to the 5 year Exclusive Distribution & License Agreement dated January 9, 2019 are valued at $3,000,000. As consideration for the assets and “know how” Simlatus Corporation issued 1,675,978 shares of Convertible Preferred Series A stock at a price of $1.79 per share. At that time, Proscere Bioscience became a wholly subsidiary of Simlatus Corporation.



On April 10, 2019, the Board of Directors repurchased and returned to treasury 25,140 Convertible Preferred Series A Shares in the name of Optempus Investments, LLC. The company authorized and paid the payment of $45,000 to Optempus Investments, LLC for the repurchase of 25,140 Convertible Preferred Series A at $1.79 per share. This transaction is pursuant with the Asset Purchase Agreement of Proscere Bioscience and the IP of the Cold-Water CBD/HEMP Extraction Systems. The Convertible Preferred Series A Stock is convertible to common stock at market price the day of conversion.

On June 3, 2019, the Board of Directors repurchased and returned to treasury 18,159 Convertible Preferred Series A Shares in the name of Optempus Investments, LLC. The company authorized and paid the payment of $32,505 to Optempus Investments, LLC for the repurchase of 18,159 Convertible Preferred Series A at $1.79 per share. This transaction is pursuant with the Asset Purchase Agreement of Proscere Bioscience and the IP of the Cold-Water CBD/HEMP Extraction Systems. The Convertible Preferred Series A Stock is convertible to common stock at market price the day of conversion.

The Series A Convertible Preferred Stock has been classified as mezzanine equity since it embodies a conditional obligation that the Company may settle by issuing a variable number of equity shares and the monetary value of the obligation is based on a fixed monetary amount known at inception. Each share of the Convertible Series A Preferred Stock has a fixed value of $1.79 per share, has no voting rights, and is convertible into common stock at closing market price on the date of conversion. The Company has recorded $10,713,594, which represents 5,985,248 Series A Preferred Stock at $1.79 per share, issued and outstanding as of December 31, 2019, outside of permanent equity and liabilities.