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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):
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[ ] 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
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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
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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;
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(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.
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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;
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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)).
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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.
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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.
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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
