Business Context and Reporting Period
This Form 8-K is filed by Zev Ventures, Inc. (not Ondas Inc.) for the reporting period ending June 27, 2018. The Company is a Nevada corporation with its principal executive office in Wellesley, MA. The filing reports significant corporate governance changes, a material debt forgiveness agreement, and a change in independent registered public accounting firms.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, or operating margins. The only specific financial data disclosed relates to a related-party transaction:
- Debt Forgiveness: The Company's sole officer and director, Zev Turetsky, forgave a related-party loan of approximately $90,000 in exchange for $10.00.
- Liquidity and Debt: No specific liquidity ratios or total debt figures are provided in this text, other than the extinguishment of the $90,000 obligation.
Material Changes Versus Prior Period
The filing details several material changes occurring on June 27 and June 28, 2018:
- Debt Structure: Elimination of approximately $90,000 in related-party debt through a formal release.
- Accounting Firm: Dismissal of Weinstein & Co. C.P.A. (Isr) and engagement of Rosenberg Rich Baker Berman & Company (RRBB) as the new independent auditor for the fiscal year ending December 31, 2018.
- Management and Board: Zev Turetsky resigned as the sole officer and director. Eric Brock was appointed as the new President, CEO, CFO, Secretary, Treasurer, and Director.
Guidance, Outlook, Risks, and Contingencies
The filing contains no forward-looking guidance, revenue outlook, or management commentary regarding future operations. However, it notes the following risks and contingencies:
- Going Concern: The audit reports for fiscal years 2016 and 2017 included a "going concern" contingency, indicating potential doubts about the Company's ability to continue operations.
- Accountant Disagreements: The Company confirmed there were no disagreements with the former auditor regarding accounting principles or reportable events prior to dismissal.
- Management Transition: The complete turnover of the board and executive team represents a significant operational change.
Important Facts for Investor Verification
- Verify the Company's current name and ticker symbol, as the filing is for Zev Ventures, Inc., not Ondas Inc.
- Confirm the status of the "going concern" qualification noted in prior audit reports and whether the new auditor has addressed this in subsequent filings.
- Review the background and ownership stake (8.68%) of the new CEO and Director, Eric Brock.
- Check for any subsequent filings regarding the new accounting firm's initial audit findings.
- Verify if the $90,000 debt forgiveness has been recorded as income in the Company's financial statements.