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): October 26,
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: +1 305 853 8178
(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):
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))
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.
o
Securities registered pursuant to Section 12(b) of the Act:
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of each class |
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of each exchange on which
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Item 1.01 Material Events
On October 26, 2020, we entered into a Share Exchange Agreement
(the “Agreement”) by and between, Bare Metal Standard, Inc.
(“BRMT”) and American-Swiss Capital, Inc. (the “AmSwiss”). The
Agreement is for the exchange of 100% of the outstanding shares of
the AmSwiss in exchange for 28,500,000 shares of BRMT Common Stock
and the cancellation of 28,500,000 shares of BRMT that are current
held by our CEO John Karatzaferis. AmSwiss is in the business
of finding and developing distressed real estate properties in
central and eastern Europe.
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 is
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 3.02 Unregistered Sales of Equity Securities
The information provided in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02.
Reference is made to the issuance of the shares of restricted
Company common stock to the shareholders of AmSwiss, as described
under Item 1.01 above. The issuance of the shares will be conducted
by the Company in reliance upon the exemption from registration
provided by Section 4(2) and upon Regulation S of the Securities
Act of 1933, as amended.
Item 5.01 – CHANGES IN CONTROL OF REGISTRANT
On October 27, 2020, CEC
Investments, Inc., acquired control of Twenty Seven Million One
Hundred Twenty Four Thousand Five Hundred Ninety Five (27,124,595)
restricted shares of the Company’s issued and outstanding common
stock, representing approximately 87% of the Company’s total issued
and outstanding common stock, from the Company in exchange for its
shares in AmSwiss as per the terms of the Agreement by and
between the Company and AmSwiss.
There are no arrangements or
understandings between the Company or CEC Investments, Inc., and/or
their respective associates with respect to the election of
directors or other matters.
The following table sets
forth, as of October 27, 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: |
|
|
CEC
Investments, Inc. |
27,124,595 |
87% |
John Karatzaferis
CEO, CFO, Secretary and Director
|
335,000 |
1% |
All
executive officers and directors as a group (1 person) |
335,000 |
1% |
(1) CEC Investments acquired
these shares on October 26, 2020 through the Share Exchange
Agreement by and between the Company and AmSwiss.
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 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The financial statements required by this Item are not being filed
with this Current Report on Form 8-K. Such financial statements
will be filed by an amendment to this Current Report on Form 8-K
not later than 71 days after the date on which this Current Report
on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required by this Item is not
being filed with this Current Report on Form 8-K. Such pro forma
financial information will be filed by an amendment to this Current
Report on Form 8-K not later than 71 days after the date on which
this Current Report on Form 8-K is required to be filed.
(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.
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Bare
Metal Standard Inc. |
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Date:
October 27, 2020 |
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By:
/s/ John Karatzaferis |
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John
Karatzaferis |
|
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President
& CEO |
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