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): September
8, 2020
Bare Metal Standard, Inc.
(Exact name of registrant as specified in its charter)
|
Idaho |
000-55018 |
47-5572388 |
| (State
of incorporation) |
(Commission
File Number) |
(I.R.S.
Employer Identification No.) |
3604 S. Banner Street, Boise, ID 83709
(Address of principal executive offices)
Phone: +(208) 898-9379
(Registrant’s telephone number)
(Former Address of 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 (see General
Instruction A.2. below):
¨ 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))
|
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 x
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.
¨
Securities registered pursuant to Section 12(b) of the Act:
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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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Item 1.01 Material Events
On September 8, 2020, the Board of Directors approved the Company
entering into an Asset Purchase Agreement (the “Agreement”)
approving the proposed sale
of the Company’s assets to Code 96 LLC, a Nevada limited liability
company controlled by James Bedal. Code 96 LLC is to purchase all
of the Company’s operating assets in exchange for the assumption of
all of the Company’s liabilities. The Company has obtained a
third-party expert appraisal that values the Company’s assets at
$131,858. The Company has liabilities of $118,751, all of which
will be assumed by Code 96, LLC as consideration for the purchase
of the Company’s assets. The appraiser concluded that the Company
has not generated cash flow to the investors and the projections
are for revenues to diminish as the Company provides services to
the restaurant industry which has been hard hit by the COVID-19
shutdown of in-restaurant dining.
The foregoing summary description of the terms of the Agreement may
not contain all information that is of interest to the reader. For
further information regarding the terms and conditions of the
Agreement, this reference is made to such agreement, which are
filed as Exhibit 10.1 hereto and is incorporated herein by this
reference.
Item 2.01 Completion of Acquisition or Disposition of
Assets.
The disclosures under Item 1.01 are incorporated herein by reference.
Item 5.01 – CHANGES IN CONTROL OF REGISTRANT
On September 9, 2020, John
Karatzaferis, acquired control of Twenty Eight Million Five Hundred
Thousand (28,500,000) restricted shares of the Company’s issued and
outstanding common stock, representing approximately 91.3% of the
Company’s total issued and outstanding common stock, from James
Bedal, Michael Taylor and Jeffrey Taylor in exchange for
$300,000 per the terms of a Stock Purchase Agreement (the
“Stock Purchase Agreement”) by and amongst Mr.
Karatzaferis, Mr. Bedal, Mr. J.Taylor and Mr. M.Taylor.
There are no arrangements or
understandings between Ms. Bedal and Mr. Karatzaferis and/or their
respective associates with respect to the election of directors or
other matters.
The following table sets
forth, as of September 9, 2020, the beneficial ownership of the
outstanding common stock by: (i) any holder of more than five (5%)
percent; (ii) each of our executive officers and directors; and
(iii) our directors and executive officers as a group. Unless
otherwise indicated, each of the stockholders named in the table
below has sole voting and dispositive power with respect to such
shares of common stock. As of the date of this Current Report,
there are 31,195,000 shares of common stock issued and
outstanding.
| Name
and Address of Beneficial Owner |
Amount
and Nature of Beneficial Ownership |
Percentage
of Beneficial Ownership |
| Directors
and Officers: |
|
|
| John
Karatzaferis |
28,500,000 |
91.3% |
| All
executive officers and directors as a group (1 person) |
28,500,000 |
91.3% |
(1) Mr. John Karatzaferis
acquired these shares on September 9, 2020 in a private transaction
from Mr. James Bedal, Mr. Jeffrey Taylor and Mr. Michael Taylor,
our former officers and directors.
Other than the shareholders
listed above, we know of no other person who is the beneficial
owner of more than five percent (5%) of our common
stock.
There are no arrangements
known to the company, the operation of which may, at a subsequent
date, result in a change in control of the company.
Item 5.02 – DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On September 9, 2020, (i) Mr. James Bedal resigned from all
positions with the Company, including as Chief Executive Officer,
Chief Financial Officer and as a Director, (ii) Mr. Michael Taylor
resigned as the Chief Technical Officer and as a Director, and
(iii) Mr. Jeffrey Taylor resigned as Secretary and as a Director.
The resignations of Mr. Bedal, Mr. J. Taylor and Mr. M. Taylor were
not the result of any disagreement with the Company on any matter
relating to the Company’s operations, policies or practices.
On September 9, 2020, Mr. John Karatzaferis was appointed to the
Company’s Board of Directors and as the Company’s President, Chief
Executive Officer, Treasurer, Chief Financial Officer, and
Secretary.
The following sets forth biographical information for Mr. John
Karatzaferis:
John Karatzaferis. age 47: Mr. John Karatzaferis is
currently our sole officer and director. He has for the past five years
been the CEO of America-Swiss Capital, Inc., a private real estate
development and consultant in Eastern Europe. Mr. Karatzaferis has
broad experience in the consulting and recruitment fields in both
Australia and Europe. He served for 25 years as a consultant for
several major organizations, including PeopleCo., AGWS, and NAB
Bank in Melbourne, Australia. For three years from 2013 through
2016, he worked exclusively in debt management and credit control
for NAB Bank and NCC in Melbourne, Australia. Mr. Karatzaferis
received a diploma for accounting and computing. Due to Mr.
Karatzaferis’ experience in accounting, operating businesses and
real estate we believe that he will be an important addition to the
Company.
Family Relationships
Mr. John Karatzaferis does not have a family relationship with any
of the current officers or directors of the Company.
Related Party Transactions
There are no related party transactions with regard to Mr. John
Karatzaferis reportable under Item 404(a) of Regulation S-K.
Compensatory Arrangements
None.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Company has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
| |
Bare
Metal Standard Inc. |
| |
| Date:
September 10, 2020 |
By:
/s/ John Karatzaferis |
| |
John
Karatzaferis |
| |
President
& CEO |
Bare Metal Standard (CE) (USOTC:BRMT)
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