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Aimrite Holdings Corp. – ‘8-K’ for 7/31/20

On:  Monday, 8/3/20, at 4:24pm ET   ·   For:  7/31/20   ·   Accession #:  1087789-20-7   ·   File #:  0-26237

Previous ‘8-K’:  ‘8-K’ on 3/7/02 for 2/14/02   ·   Latest ‘8-K’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size

 8/03/20  Aimrite Holdings Corp.            8-K:1       7/31/20    1:22K

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                        15±    40K 


Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Item 1.01. Entry into a Material Definitive Agreement
"Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim
"Item 5.01. Changes in Control of Registrant
"Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
"Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
"Item 8.01. Other Events
"Item 9.01. Financial Statements and Exhibits


----------------------- Page 1----------------------- 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: July 31, 2020 Aimrite Holdings Corp. Delaware _________________________________________________________________ (State or Other Jurisdiction of Incorporation) 000-26237 _____________________________________________________________________ (Commission File N umber) 85-1962764 ______________________________________________________________________ (IRS Employer Identification N o.) 14 Wall Street, 20th floor NY, NY 10005 __________________________________________________________________________ (Address of p rincipal executive offices) (Zip Code) 202-236-3427 __________________________________________________________________________ (Registrant s telephone number, including area code) Company deregistered in 2005. ______________________________________________________________________________ (Former name or former address, if changed since last report.) Check the appropriate b ox b elow if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following p rovisions (see General Instruction A.2. b elow): ----------------------- Page 2----------------------- [ ] Written communications p ursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material p ursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications p ursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications p ursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement. (a) If the registrant has entered into a material definitive agreement not made in the ordinary course of b usiness of the registrant, or into any amendment of such agreement that is material to the registrant, disclose the following information: (1) the date on which the agreement was entered into or amended, the identity of the p arties to the agreement or amendment and a b rief description of any material relationship b etween the registrant or its affiliates and any of the parties, other than in respect of the material de fi nitive agreement or amendment, and; July 1, 2020 (2) a b rief description of the terms and conditions of the agreement or amendment that are material to the registrant. The registrant has entered into a material definitive agreement, which is solely pursuant to, and within the confines of Section 508, of PUBLIC LAW 115174MAY 24, 2018, the ECONOMIC GROWTH, REGULATORY RELIEF, AND CONSUMER PROTECTION ACT (the Act). After passage and enactment of the Act, the S.E.C. created the program rules, entitled, Conditional Small Issues Exemption under the Securities Act of 1933 (Regulation A). (hereinafter the OTC 251) The program rules are codified at S.E.C. Release No. 33-10591; File No. S7-29-18]. The agreement is made strictly within the confines of, and solely for the purposes of capital raising, in the manner described in said rules, and for no other purpose. Should any other purpose emerge, or be interpreted as having emerged from the agreement, which is or may be in conflict with the said rules, any part of said agreement which is in conflict shall be deemed as deleted from the agreement. As contained within the rules governing the program, therefore, the current Registrant is ----------------------- Page 3----------------------- filing this current Form 8-K, in order to bring its EDGAR file up to date. In further compliance with program rules, the Registrant will, shortly after the filing of this Form 8-K, file its electronic form 1-A, and its offering circular, for Parts II and III of Regulation A+, under the terms and conditions as set forth in the program rules, and for no other reason, than for capital raising and business operations, as allowed and permitted by said rules, and not under any other rules, laws or regulations. The said agreement is made, pursuant to the said rules, with OTC 251, Inc., (hereinafter, OTC 251), and solely for the purposes of raising capital and business operations, as allowed under said rule, and not under any other rules, laws or regulations, save for those as allowable under the provisions of Regulation A+. Pursuant to the program rules, Rule 251(c) - safe harbor - protects both the current Registrant under Form 8-K, from any debts, liens or other encumbrances, either past, present or future, and all of the officers, directors and shareholders, past, present and future. Rule 144, as made applicable to Regulation A+, under the program rules, will permit the Registrant to take advantage of that rule, which allows for an immediate resale of any securities purchased, up to 30% of the amount purchased, the remaining 70% to be held for a period of one year after purchase. The agreement provides for the Registrant to take such necessary steps, so as to make current its ticker symbol, AIMH, on the OTC Markets board, which is currently showing as 'yield, due to the fact that the Registrant has been deregistered with the United States Securities and Exchange Commission for more than fifteen years. There are none of the current company members who were a part of the company in that previous era, and none who know the past persons, or knew them, and none of the current company members had or have any contact with such past members. To the extent permissible, and concurrently therewith, or standing alone, the Registrant believes that it may take advantage of the most recent 'testing the waters' provisions of S.E.C. rules. On this issue, the Registrant is relying on the Release No. 33-10699, File No. S7-01-19, and for informational guidance, upon the Harvard Law School article, SEC Expansion of Testing-the-Waters Communications to All Issuers, Harvard Law School Forum on Corporate Governance, October 4, 2019. Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. (a) If the registrant s b oard of directors, a committee of the b oard of directors or the officer or officers of the registrant ----------------------- Page 4----------------------- authorized to take such action if b oard action is not required, concludes that any p reviously issued financial statements, covering one or more years or interim p eriods for which the registrant is required to p rovide financial statements under Regulation S-X (17 CFR 2 10) should no longer b e relied upon b ecause of an error in such financial statements as addressed in FASB ASC Topic 250, Accounting Changes and Error Corrections, as may b e modified, supplemented or succeeded, disclose the following information: (1) the date of the conclusion regarding the non-reliance and an identification of the financial statements and years or p eriods covered that should no longer b e relied upon; The most recent financial information was filed by the predecessor management team on Form 10 QSB, filed in the EDGAR file on December 14, 2001. On March 11, 2005, Form 15-12G was uploaded onto the Registrants EDGAR. Therefore, and although the Registrant's new team is filing this Form 8-K as of the date shown hereon, in the year, 2020, such Registrant representatives, relate back to the December 14, 2001 termination date, as the date upon which they base their non-reliance; (2) a b rief description of the facts underlying the conclusion to the extent known to the registrant at the time of filing; The Registrant's new team had no contact with the previous Registrant's team, or business, and the gap of at least eighteen years in between the filing of the closeout Form 8-K, by the original Registrants, and this filing provide the basis for the non-reliance on any such past reports, and; (3) a statement of whether the audit committee, or the b oard of directors in the absence of an audit committee, or authorized officer or officers, discussed with the registrant s independent accountant the matters disclosed in the filing p ursuant to this Item 4.02(a). No members of the Registrant's new team have discussed any matters discussed in the filing with any members of the previous team, or with any previous auditors. (b) If the registrant is advised b y, or receives notice from, its independent accountant that disclosure should b e made or action should b e taken to p revent future reliance on a p reviously issued audit report or completed interim review related to p reviously issued financial statements, disclose the following information: (1) the date on which the registrant was so advised or notified; The Registrant's new team did not seek such advice, because there is an 18-year gap in activity on the EDGAR file, such that any entries from that era cannot have any bearing on this current filing; (2) identification of the financial statements that should no longer b e relied upon; Any financial statements up to and including to the deregistration as shown on the EDGAR file, should no longer be relied upon; ----------------------- Page 5----------------------- (3) a b rief description of the information p rovided b y the accountant; and The Registrant's new team has been unable to identify the accountants on the file, or to be able to contact any, with respect to any financial statements up to and including to the deregistration as shown on the EDGAR file. The previous owners, who filed the Form 8-K eighteen years ago, provided their information of a winding down on such form, and the Registrant has relied on this information (4) a statement of whether the audit committee, or the b oard of directors in the absence of an audit committee, or authorized officer or officers, discussed with the independent accountant the matters disclosed in the filing p ursuant to this Item 4.02(b). As there are, as of yet, no accounting matters with respect to the new team of the Registrant, no discussions have yet been held with accountants or auditors; (c) If the registrant receives advisement or notice from its independent accountant requiring disclosure under p aragraph (b) of this Item 4.02, the registrant must: (1) p rovide the independent accountant with a copy of the disclosures it is making in response to this Item 4.02 that the independent accountant shall receive no later than the day that the disclosures are fi led with the Commission; The Registrant has not yet retained an independent auditor; (2) request the independent accountant to furnish to the registrant as p romptly as p ossible a letter addressed to the Commission stating whether the independent accountant agrees with the statements made b y the registrant in response to this Item 4.02 and, if not, stating the respects in which it does not agree; and The Registrant will make such request immediately upon retaining said accountant; (3) amend the registrant s p reviously fi led Form 8-K b y filing the independent accountant s letter as an exhibit to the fi led Form 8-K no later than two b usiness days after the registrant s receipt of the letter. ----------------------- Page 6----------------------- The Registrant will do so. Item 5.01 Changes in Control of Registrant. (a) If, to the knowledge of the registrant s b oard of directors, a committee of the b oard of directors or authorized officer or officers of the registrant, a change in control of the registrant has occurred, furnish the following information: (1) the identity of the p erson(s) who acquired such control; The company, as of March 11, 2005, had been deregistered for more than 15 years. There were, thus, no persons controlling the company until the Registrant's new team reconstituted the company. The company was newly registered in the State of Delaware. The company is, therefore, made up of its new founding shareholder, who never had anything to do with the old registration of the company. For its first identifiers, the company president and board chair is Anthony Ramos. (2) the date and a description of the transaction(s) which resulted in the change in control; To the extent that the incorporation in the State of Delaware may constitute a change in control, the company was incorporated in the State of Delaware on July 1, 2020. (3) the b asis of the control, including the p ercentage of voting securities of the registrant now b eneficially owned directly or indirectly b y the p erson(s) who acquired control; There are no persons who directly or indirectly control the company. The new Registrant has accomplished the creation of a board, officers and directors, and of necessary resolutions for, among other things, bylaws, and the conforming of the Registrant to file under the OTC 251 program; (4) the amount of the consideration used b y such person(s); There has been no formal distribution of shares as of the filing of this Form 8-K; (5) the source(s) of funds used b y the p erson(s), unless all or any p art of the consideration used is a loan made in the ordinary course of b usiness b y a b ank as de fi ned b y Section 3(a)(6) of the Act, in which case the identity of such b ank may b e omitted p rovided the p erson who acquired control: There have been no funds expended and no loans; (i) has made a request for confidentiality p ursuant to Section 13(d)(1)(B) of the Act; ----------------------- Page 7----------------------- There are no persons who have made any requests for confidentiality; (ii) states in the report that the identity of the b ank has b een so omitted and filed separately with the Commission. There have been no such omissions and no such separate filings as of the filing of this Form 8-K; (6) the identity of the p erson(s) from whom control was assumed; There are no persons from whom control was assumed. The original Registrants issued their wrapping up Form 8-K on March 7, 2002, pursuant to some patent opportunities that had been made by and between them and others; (7) any arrangements or understandings among members of b oth the former and new control groups and their associates with respect to election of directors or other matters; There are no arrangements of any kind among the former members and the current Registrant's new team, and there were never any such arrangements; and (8) if the registrant was a shell company, other than a b usiness combination related shell company, as those terms are defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), immediately b efore the change in control, the information that would b e required if the registrant were filing a general form for registration of securities on Form 10 under the Exchange Act reflecting all classes of the registrant s securities subj ect to the reporting requirements of Section 13 (15 U.S.C. 78m) or Section 15(d) (15 U.S.C. 78o(d)) of such Act upon consummation of the change in control, with such information reflecting the registrant and its securities upon consummation of the transaction. N otwithstanding General Instruction B.3. to Form 8-K, if any disclosure required b y this Item 5.01(a)(8) is p reviously reported, as that term is defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), the registrant may identify the filing in which that disclosure is included instead of including that disclosure in this report. The Registrant company's new team is unable to determine the answer to this question. The company was deregistered by the S.E.C. more than 15 years ago. For this new registration, however, the company reiterates that this Form 8-K is strictly confined to such allowances as are provided for in the rules governing the new OTC 251 program, and anything in this form that is to the contrary, may be stricken from this filing. (b) Furnish the information required b y Item 403(c) of Regulation S-K (17 CFR 229.403(c)). ----------------------- Page 8----------------------- There are no arrangements that are responsive to this part, and as otherwise defined in 17 CFR 229.403(c). Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (a)(1) If a director has resigned or refuses to stand for re-election to the b oard of directors since the date of the last annual meeting of shareholders b ecause of a disagreement with the registrant, known to an executive officer of the registrant, as defined in 17 CFR 240.3b-7, on any matter relating to the registrant s operations, p olicies or p ractices, or if a director has b een removed for cause from the b oard of directors, disclose the following information: There are no persons, directors or otherwise, who would allow a response to this entire Item 5.02. The Registrant's new team members became directors only upon the Registrant being reconstituted. In addition, and inasmuch as the company had been deregistered by the S.E.C. more than 18 years ago, none of the previous directors are known to the current new team, and, even if such were, would not hold any position with the new registration so as to be responsive to this section. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. (a) If a registrant with a class of equity securities registered under Section 12 of the Exchange Act (15 U.S.C. 78l) amends its articles of incorporation or b ylaws and a p roposal for the amendment was not disclosed in a p roxy statement or information statement filed b y the registrant, disclose the following information: (1) the effective date of the amendment; The new team registered the Registrant on July 1, 2020 in the State of Delaware. Consistent therewith, the new board adopted resolutions in order to conform this filing with the OTC 251 program. Therefore, there are no amendments, but rather, new corporate governance documents, by way of resolutions, have already been adopted by the board of directors. and, (2) a description of the p rovision adopted or changed b y amendment and, if applicable, the p revious provision. ----------------------- Page 9----------------------- The new Registrant passed corporate governance resolutions, which are consistent with the new OTC 251 program rules. (b) If the registrant determines to change the fiscal year from that used in its most recent filing with the Commission other than b y means of: (1) a submission to a vote of security holders through the solicitation of p roxies or otherwise; or The new Registrant has made December 31 of each year, the end of its fiscal year; (2) an amendment to its articles of incorporation or b ylaws, The new articles reflect this fiscal year designation. disclose the date of such determination, the date of the new fiscal year end and the form (for example, Form 10-K or Form 10-Q) on which the report the transition p eriod. This information has been made in the form of resolutions already passed by the board. Item 8.01 Other Events. The registrant may, at its option, disclose under this Item 8.01 any events, with respect to which information is not otherwise called for by this form, that the registrant deems of importance to security holders. The registrant may, at its option, file a report under this Item 8.01 disclosing the nonpublic information required to b e disclosed b y Regulation FD (17 CFR 243.100 through 243.103). The Registrant is intending to file its application for qualification under the new OTC 251 p rogram. Thus, subsequent to the filing of this Form 8-K, the Registrant will file its electronic Form 1-A, and its Offering Circular, for Parts II and III, for its Reg. A+ qualification under the p rogram. Item 9.01 Financial Statements and Exhibits. List b elow the fi nancial statements, p ro forma fi nancial information and exhibits, if any, fi led as a p art of this report. The Registrant is newly formed, and thus, as of yet, there are no financial documents which may be responsive to this section. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to b e signed on its b ehalf b y the undersigned hereunto duly authorized. ----------------------- Page 10----------------------- Aimrite Holdings Corp. A Delaware corporation By: / s / ______________________________ Anthony Ramos, President Aimrite Holdings Corp. For reviewer follow up and additional information, please contact the Registrants filer support manager: Tony Ramos, OTC 251, Inc. at tony@otc251.com , 202-236-3427. DATED: July 33, 2020

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:8/3/20
For Period end:7/31/20
7/1/20
10/4/19
5/24/18
3/11/0515-12G
3/7/028-K
12/14/0110QSB
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