Current Report Filing (8-k)
July 03 2018 - 11:59AM
Edgar (US Regulatory)
UNITED
STATES
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): June 27, 2018
(Exact
Name of Registrant as Specified in its Charter)
Nevada
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333-205271
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47-2615102
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(State
or Other
Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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396
Washington Street, Suite 272
Wellesley,
MA 02481-6209
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(Address
of Principal Executive Office) (Zip Code)
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Registrant’s
telephone number, including area code:
(857) 229-8538
500C
Grand St., Apartment 3G
New
York, NY 10002
(Former
Name or Former Address, if changed since last Report)
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:
☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230-405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth
company ☒
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. ☐
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Item
1.01
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Entry
into a Material Definitive Agreement
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On
June 27, 2018, Zev Turetsky, the sole officer and director of Zev Ventures, Inc., a Nevada corporation (the “Company”),
executed a Forgiveness of Debt and General Release wherein Mr. Turetsky, for and in consideration of the sum of $10.00, released
and forever discharged the Company from the repayment of the related party loan to Mr. Turetsky in the outstanding amount of approximately
$90,000.
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Item
4.01
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Changes
in Registrant’s Certifying Accountant.
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(a)
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Dismissal
of Independent Registered Public Accounting Firm.
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On
June 28, 2018, the Company dismissed Weinstein & Co. C.P.A. (Isr) (“Weinstein & Co.”) as the Company’s independent
registered public accounting firm, effective immediately.
The
audit reports of Weinstein & Co. on the financial statements of the Company for the most recent fiscal years ended December
31, 2017 and 2016 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles except for a “going concern” contingency.
During
the Company’s most recent fiscal year ended December 31, 2017, and during the subsequent interim period from January 1, 2018 through
June 28, 2018, (i) there were no disagreements with Weinstein & Co. on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures that, if not resolved to Weinstein & Co.’s satisfaction, would have caused
Weinstein & Co. to make reference to the subject matter of the disagreement in connection with its reports and (ii) there
were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Weinstein & Co. with a copy of the disclosures in this report prior to filing with the Securities and Exchange
Commission (the “SEC”). A copy of Weinstein & Co.’s letter to the SEC stating whether it agrees with the statements
made in this report is filed as Exhibit 16.1 to this report.
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(b)
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Engagement
of New Independent Registered Public Accounting Firm.
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On
June 28, 2018, the Board of Directors of the Company engaged Rosenberg Rich Baker Berman & Company (“RRBB”) as the
Company’s independent registered public accounting firm for the year ending December 31, 2018.
During
the most recent fiscal year ended December 31, 2017, and during the subsequent interim period from January 1, 2018 through June
28, 2018, neither the Company nor anyone on its behalf consulted RRBB regarding either (i) the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s
financial statements, and neither a written report nor oral advice was provided to the Company that RRBB concluded was an important
factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any
matter that was either the subject of a “disagreement” or a “reportable event,” each as defined in Regulation
S-K Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
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On
June 28, 2018, Zev Turetsky, the Company’s sole director at the time, appointed Eric Brock, as a director of the Company. Mr.
Turetsky then resigned as the Company’s sole officer and Mr. Brock was appointed as the Company’s President, Chief Executive Officer,
Chief Financial Officer, Secretary and Treasurer. Immediately thereafter, Mr. Turetsky resigned from his position as director.
Eric
Brock, age 48, is a private investor and entrepreneur with over 20 years of global banking and investing experience. He served
as a founding Partner and Portfolio Manager with Clough Capital Partners, a Boston-based investment firm from 2000 to 2017. His
portfolio responsibilities at Clough included significant activity in Asia and the emerging markets. Prior to Clough, Mr. Brock
was an investment banker at Bear, Stearns & Co. and an accountant at Ernst & Young, LLP. Mr. Brock holds an MBA from the
University of Chicago and a BS from Boston College.
Mr.
Brock owns 500,000 common shares representing 8.68% of issued and outstanding common shares of the Company.
Currently,
and for the past ten years, Mr. Brock has not been involved in any legal proceeding concerning (i) any bankruptcy petition filed
by or against any business of which he was a general partner or executive officer either at the time of the bankruptcy or within
two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses); (iii) being subject to any order, judgment or decree, not subsequently reversed,
suspended, or vacated, of any court of competent jurisdiction permanently or temporarily enjoining, barring, suspending or otherwise
limiting involvement in any type of business, securities or banking activity; or (iv) being found by a court, the SEC or
the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law (and the judgment has
not been reversed, suspended or vacated).
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Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits:
*Filed
herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Date: July 3, 2018
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ZEV VENTURES, INC.
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By:
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/s/
Eric
Brock
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Eric Brock
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Chief Executive Officer
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