Current Report Filing (8-k)
October 05 2020 - 4:51PM
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): October 2, 2020
BLOW
& DRIVE INTERLOCK CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
|
|
000-55053
|
|
46-3590850
|
(State
or other
jurisdiction
of incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
1427
S. Robertson Blvd.
Los
Angeles, CA 90035
(Address
of principal executive offices) (zip code)
(877)
238-4492
(Registrant’s
telephone number, including area code)
(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:
[ ]
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))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Name
of each exchange on which registered
|
|
|
|
None
|
|
None
|
Section
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement
On
October 2, 2020, The Doheny Group, LLC, an entity controlled by our sole officer and director, agreed to sell all of its common
stock and Series A Preferred Stock pursuant to the terms of a Stock Purchase Agreement (the “Agreement”). Under the
terms of the Agreement, if the parties meet certain pre-closing conditions, then the Doheny Group, LLC will sell 110,617,521 shares
of our common stock and 1,000,000 shares of our Series A Preferred Stock to Song Dai. The shares represent approximately 84.83%
of the issued and outstanding shares of our common stock, 100% of our Series A Preferred Stock, and 91.41% of the voting power
of all securities of our company, which would result in a change in control. In addition, if the pre-closing conditions are satisfied
under the Agreement, then at Closing, our sole officer and director will resign, we will appoint new officers and directors, and
we will sell our current assets and operations to a private company in exchange for the private company assuming all of our liabilities
at closing. We were a party to the Agreement for the purpose of acknowledging certain representations and warranties about the
company in the Agreement. We are not issuing any additional securities, or receiving any money, as a result of the closing of
the transactions contemplated by the Agreement. The description of the Agreement set forth in this report is qualified in its
entirety by reference to the full text of that document, which is attached hereto as Exhibit 10.1.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
October 5, 2020
|
Blow
& Drive Interlock Corporation
|
|
a
Delaware corporation
|
|
|
|
/s/
David Haridim
|
|
By:
David Haridim
|
|
Its:
Chief Executive Officer and Chief Financial Officer
|