Business Context and Reporting Period
This Form 8-K was filed by Zev Ventures, Inc. on May 22, 2018, reporting a change in control. The registrant is incorporated in Nevada and is classified as an emerging growth company. The filing details a transaction where the majority shareholder and sole officer, Zev Turetsky, sold his stake to a new controlling entity.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels. The only financial data disclosed relates to the specific share purchase transaction:
- Primary Purchase: Energy Capital, LLC purchased 3,500,000 shares from Zev Turetsky at $0.124 per share for an aggregate price of $434,000.
- Secondary Purchase: Energy Capital, LLC purchased 865,150 shares from various non-affiliated shareholders at $0.016482 per share for an aggregate price of $14,259.
- Total Consideration: $448,259 paid by Energy Capital, LLC.
Material Changes
The primary material change is the Change in Control of the registrant:
- Previous Control: Zev Turetsky was the sole officer, director, and majority shareholder.
- New Control: Energy Capital, LLC (solely owned by Robert J. Smith) acquired approximately 75.78% of the 5,760,000 issued and outstanding common shares.
- Ownership Shift: Zev Turetsky's beneficial ownership dropped to less than 1% (indicated as * in the filing), while Energy Capital, LLC became the dominant shareholder.
Outlook, Risks, and Management Commentary
The filing contains no forward-looking guidance, management commentary on future operations, or specific risk factors beyond the structural change in ownership. The transaction was funded by Energy Capital, LLC's corporate funds. No unusual items or contingencies were disclosed in this report.
Investor Verification Checklist
- Verify the identity and background of Robert J. Smith, the sole owner of the new controlling entity, Energy Capital, LLC.
- Confirm the total outstanding share count of 5,760,000 and the accuracy of the 75.78% ownership calculation.
- Review subsequent filings to determine if the change in control resulted in a change of management, business strategy, or corporate name (noting the discrepancy between the input metadata "Ondas Inc." and the filing text "Zev Ventures, Inc.").
- Investigate the lack of financial data in this 8-K and locate the most recent 10-K or 10-Q to assess the company's liquidity and solvency.