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):
May 28, 2020
Ghar Inc.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 333-230956 | 35-2649453 | ||
| (State of incorporation) | (Commission File Number) |
(IRS Employer
Identification No.) |
5348 Vegas Drive
Las Vegas, NV
(Address of principal executive offices)
(800) 404-4238
(Registrant’s telephone number, including area code)
(Former Name or former address if changed from last report.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None |
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 ☐
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. ☐
Item 5.01 Changes in Control of Registrant.
On May 28, 2020, as a result of a private transaction, 29,500,000 shares of common stock (the “Shares”) of Ghar Inc. (the “Company”), were transferred from Hamza Abid to Custodian Ventures LLC (the “Purchaser”). The consideration paid for the Shares, which represent approximately 95% of the issued and outstanding share capital of the Company on a fully-diluted basis, was $45,000. The source of the cash consideration for the Shares was personal funds of the Purchaser. In connection with the transaction, Hamza Abid released the Company from all debts owed.
There are no arrangements or understandings among members of both the former and new control persons and their associates with respect to the election of directors of the Company or other matters. The information set forth in Item 5.02 of this Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Upon the change of control of the Company and the execution of the resignation by Mr. Abid, which occurred on June 1, 2020, the existing director and officer tendered his resignation. Accordingly, Hamza Abid, serving as the sole director and as the only officer, will cease to be the Company’s President, Chief Executive Officer, Treasurer, Secretary and Director. Also on June 1, 2020, David Lazar consented to act as the new President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company.
David Lazar, 29, has been an officer and Chairman of the Company since June 1, 2020. David Lazar is a private investor with business experience. Mr. Lazar has been a partner at Zenith Partners International since 2013, where he specializes in research and development, sales and marketing. From 2014 through 2015, David was the Chief Executive Officer of Dico, Inc., which was then sold to Peekay Boutiques. Since February of 2018, Mr. Lazar has been the managing member of Custodian Ventures LLC, where he specializes in assisting distressed public companies. Since March 2018, David has acted as the managing member of Activist Investing LLC, which specializes in active investing in distressed public companies. David has a diverse knowledge of financial, legal and operations management; public company management, accounting, audit preparation, due diligence reviews and SEC regulations.
Other expertise includes early stage company capital restructuring, debt financing, capital introductions, and mergers and acquisitions.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | DIRECTORS RESOLUTIONS OF GHAR INC. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
June 1, 2020
| Ghar Inc. | ||
| /s/ David Lazar | ||
| By: | David Lazar | |
| Title: | President | |
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EXHIBIT INDEX
| Exhibit No. | Document Description | |
| 99.1 | DIRECTORS RESOLUTIONS OF GHAR INC. |
-3-
Exhibit 99.1
DIRECTORS RESOLUTIONS
OF
Ghar Inc.
(the “Company”)
WHEREAS:
| A. | Hamza Abid has consented to step down as an officer and as a Member of the Board of Directors of the Company. |
| B. | David Lazar, has consented to act as the new President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company. |
BE IT RESOLVED THAT:
| C. | Hamza Abid stepped down as an officer and as a Member of the Board of Directors of the Company. |
| D. | David Lazar, has consented to act as the new President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company. |
Effective date: June 1, 2020
| /s/ Hamza Abid | |
| Hamza Abid | |
| /s/ David Lazar | |
| David Lazar |