SEC Filing Summary: Smart Server, Inc. (Form 8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Smart Server, Inc. (Nevada) on July 13, 2016. The filing reports a material change in control of the registrant, the entry into a material definitive agreement, and the creation of a direct financial obligation. The filing does not contain periodic financial statements (e.g., revenue, profit, or cash flow) for a specific reporting period.
Key Financial Metrics and Transactions
- Equity Acquisition: Berrard Holdings Limited Partnership acquired 5,475,000 shares of common stock from Pamela Elliott for an aggregate purchase price of $148,141.75.
- Ownership Stake: The acquired shares represent 99.5% of the Company's issued and outstanding common stock.
- New Debt Obligation: Berrard Holdings loaned the Company $191,858.25 via a promissory note.
- Debt Repayment: Proceeds from the new note were used to pay $191,858.25 in outstanding debt, consisting of $175,909.25 in notes payable and $15,949.00 in accounts payable.
- Note Terms: The note bears interest at 6% per annum with a maturity date of July 13, 2026.
Material Changes Versus Prior Period
The filing details a complete change in control and leadership structure effective July 13, 2016:
- Change in Control: Steven R. Berrard, through Berrard Holdings, now holds voting and dispositive control over 99.5% of the Company's stock.
- Management Changes: Pamela Elliott resigned as the sole director and executive officer. Steven R. Berrard was appointed as the sole director, Chief Executive Officer, Interim Chief Financial Officer, and Secretary.
- Capital Structure: The Company's debt profile was restructured by consolidating existing notes and accounts payable into a single promissory note payable to the new controlling shareholder.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, revenue outlook, or management commentary on future operations. Key contingencies and terms include:
- Conversion Rights: The promissory note includes a conversion feature. If a "Qualified Financing" (defined as an equity financing of at least $500,000) occurs, the note may be converted into shares of the new financing at a price equal to the greater of $0.06 or 50% of the Qualified Financing price per share.
- Maturity Contingency: If no Qualified Financing occurs by the maturity date, Berrard Holdings may elect to be paid in cash or convert the balance into equity securities (common stock or a senior class) at a conversion price of $0.06.
- Regulatory Status: The note and potential securities issuance rely on Section 4(a)(2) of the Securities Act as a transaction not involving a public offering.
Investor Verification Checklist
- Verify the exact number of outstanding shares to confirm the 99.5% ownership calculation.
- Review the full text of the Promissory Note (Exhibit 10.1) for additional covenants or default provisions not summarized here.
- Confirm the Company's current cash position and ability to service the 6% interest on the $191,858.25 note absent a Qualified Financing.
- Assess the likelihood of a Qualified Financing ($500,000+) occurring before July 13, 2026, given the Company's current status.
- Check for any subsequent filings regarding the resignation of Pamela Elliott or the appointment of Steven R. Berrard to ensure no further governance changes occurred.