FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2014
Commission File # 0-16353
37 Capital Inc.
Suite 300, 570 Granville Street
Vancouver, British Columbia
Canada V6C 3P1
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☒ No ☐
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________
| § | EXHIBITS |
Exhibit 99.1 Material Change Report dated July 15, 2014
Exhibit 99.2 Addendum to the Management Services Agreement dated July 17, 2014
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, thereunto duly authorized.
| Date: July 31, 2014 | 37 Capital Inc. | |
| By: | “Bedo H. Kalpakian” | |
| (Signature) | ||
| President & Director |
ADDENDUM TO THE MANAGEMENT SERVICES AGREEMENT
THIS ADDENDUM TO THE MANAGEMENT SERVICES AGREEMENT (“the Addendum” or “this Addendum”) is entered into this 17th day of July, 2014.
BETWEEN:
37 Capital Inc. (formerly High 5 Ventures Inc.), a company incorporated under the laws of British Columbia having a business office at Suite 300 – 570 Granville Street, Vancouver, B. C. V6C 3P1
(hereinafter referred to as the “Company”)
OF THE FIRST PART
AND:
Bedo H. Kalpakian and Jacob H. Kalpakian of 3100 Saturna Place, Richmond, BC, V7C 4C5, and 4005 West 34th Avenue, Vancouver BC V6N 2L6, respectively,
(hereinafter referred to as the “Kalpakians”)
OF THE SECOND PART
AND:
Kalpakian Bros. of B.C. Ltd., a company incorporated under the laws of British Columbia having a business office at Suite #300, 570 Granville Street, Vancouver, B.C. V6C 3P1
(hereinafter referred to as the “Manager”)
OF THE THIRD PART
WHEREAS:
| A. | The Company, the Kalpakians and the Manager entered into a Management Services Agreement on the 1st day of November, 2001, as amended by means of Addendums dated July 1, 2003, August 18, 2003, July 31, 2005, November 1, 2010, February 16, 2012, March 28, 2012 and September 14, 2012 (hereinafter collectively referred to as the “Agreement”). |
AND WHEREAS
| B. | The parties to the Agreement wish to further amend the Agreement, by means of this Addendum whereby the monthly remuneration payable to the Manager shall be increased from Cdn $500 (Five Hundred Dollars) plus HST per month to Cdn $5,000 (Five Thousand Dollars) plus GST per month effective as of July 1, 2014. |
AND WHEREAS
| C. | All of the other terms and conditions of the Agreement shall remain unchanged and shall be in full force and effect. |
NOW THEREFORE, in consideration of the premises and mutual covenants herein set forth, the parties hereto agree as follows:
The parties to the Agreement and to this Addendum hereby agree that the monthly remuneration payable to the Manager be increased from Cdn $500 (Five Hundred Dollars) plus HST per month to Cdn $5,000 (Five Thousand Dollars) plus GST per month effective as of July 1, 2014, and all of the other terms and conditions of the Agreement shall remain unchanged and shall be in full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this Addendum on this 17TH day of July, 2014.
| THE CORPORATE SEAL OF | ||
| 37 CAPITAL INC. was hereunto | ||
| affixed in the presence of: | ||
| SIGNED SEALED AND DELIVERED BY | ||
| BEDO H. KALPAKIAN in the presence of: | ||
| Signature Witness: | ||
| Name of Witness: | ||
| BEDO H. KALPAKIAN | ||
| Address of Witness: | ||
| Occupation of Witness: | ||
| SIGNED SEALED AND DELIVERED BY | ||
| JACOB H. KALPAKIAN in the presence of: | ||
| Signature of Witness: | ||
| Name of Witness: | ||
| JACOB H. KALPAKIAN | ||
| Address of Witness: | ||
| Occupation of Witness: | ||
| THE CORPORATE SEAL of | ||
| KALPAKIAN BROS. OF B.C. LTD. | ||
| was hereunto affixed in the presence of: | ||
Form 51-102F3
Material Change Report
1. Name and Address of Company
37 Capital Inc. (formerly High 5 Ventures Inc.)
Suite 300, 570 Granville Street
Vancouver, British Columbia V6C 3P1
(the “Company” or “37 Capital”)
2. Date of Material Change
July 7, 2014
3. News Release
A News Release was issued on July 7, 2014 and disseminated via Vancouver Stockwatch, Bay Street News (Market News Publishing) and NewsFile and filed on SEDAR pursuant to section 7.1 of National Instrument 51–102.
4. Summary of Material Changes
The Company announced that a Notice of Alteration was filed on July 4, 2014 with the British Columbia Registrar of Companies effectively changing the name of the Company from High 5 Ventures Inc. (“High 5”) to “37 Capital Inc.” (“37 Capital”) as of July 7, 2014.
Furthermore, as of July 7, 2014 the Company’s issued and outstanding shares have been consolidated on the basis of six (6) old High 5 common shares for one (1) new 37 Capital common share, as a result of which, there are 1,067,724 common shares of the Company that are issued and outstanding after adjustments due to fractional rounding.
5. Full Description of Material Change
Please see the attached New Release dated July 7, 2014 attached as Schedule “A”.
6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not Applicable
7. Omitted Information
No information has been omitted.
8. Executive Officer
Mr. Bedo H. Kalpakian, President of the Company, is knowledgeable about the material change contained herein and may be reached at (604) 681-1519 ext. 6106.
9. Date of Report
This report is dated the 15th day of July, 2014.
“Schedule A”
37 CAPITAL INC.
(formerly High 5 Ventures Inc.)
NEWS RELEASE
Symbols: JJJ - CSE
HHHEF – OTCQB
Name Change and Consolidation
Vancouver, BC. July 7, 2014. 37 Capital Inc. (formerly High 5 Ventures Inc.) [the “Company”]. The Company reports that further to the Company’s News Releases dated June 17 and 20, 2014, the Company has filed a Notice of Alteration on July 4, 2014 with the British Columbia Registrar of Companies effectively changing the name of the Company from High 5 Ventures Inc. (“High 5”) to “37 Capital Inc.” (“37 Capital”) as of July 7, 2014.
Furthermore, as of July 7, 2014 the Company’s issued and outstanding shares have been consolidated on the basis of six (6) old High 5 common shares for one (1) new 37 Capital common share, as a result of which, there are 1,067,724 common shares of the Company that are issued and outstanding after adjustments due to fractional rounding.
In Canada the common shares of the Company trade under the symbol “JJJ” on the CSE, and in the USA the Company’s common shares shall initially trade under the temporary symbol “HHHED” until August 4, 2014, after which date the Company’s common shares will trade under the symbol “HHHEF” on the OTCQB tier of the OTC markets.
For more information on the Company, please contact the President of the Company at telephone number (604) 681-1519 ext. 6106 or visit the Company’s website at www.37capitalinc.com.
On Behalf of the Board of,
37 CAPITAL INC.
(formerly High 5 Ventures Inc.)
| “Bedo H. Kalpakian” |
| Bedo H. Kalpakian |
| President |
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
37 Capital Inc.
(formerly High 5 Ventures Inc.)
Suite 300, 570 Granville Street.
Vancouver, BC V6C 3P1
Tel: (604) 681-1519 Fax: (604) 681-9428
www.37capitalinc.com email: info@37capitalinc.com