8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): July 17, 2020

3D Makerjet Inc.

(Exact name of Registrant as specified in its charter)

Nevada	0001458023	26-4083754
(State or other jurisdiction of	(Commission File Number)	(IRS employer
incorporation or organization)		identification no.)

1185 Avenue of the Americas, 3rd Floor. New York, New York 10036.	11572
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 646 768 8417

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:

☐ 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 July 14, 2020, as a result of a custodianship in Clark County, Nevada, Case Number: A-20-816260-B, Custodian Ventures LLC (“Custodian”) was appointed custodian of 3D MAKERJET, Inc. (the “Company”).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On 16 of July 2020, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors.

David Lazar, 30, has been CEO and Chairman of the Company since May 16, 2018. David Lazar is a private investor. 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.

Section 8 - Other Events

Item 8.01. Other Events.

The Registrant’s current contact information is listed below:

Address: 1185 Avenue of the Americas, 3rd Floor. New York, New York 10036.

Phone number: 646-768-8417

Email: David@Activistinvestingllc.com

The Registrant’s President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors is David Lazar, who may be reached at the Registrant’s address above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Notice of Entry of Order in the State of Nevada, dated July 14, 2020.

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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 thereunto duly authorized.

	3D Makerjet Inc.
Dated: July 17, 2020	By:	/s/ David Lazar
		David Lazar
		Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Document Description
99.1	Notice of Entry of Order in the State of Nevada, dated July 14, 2020.

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EX-99.1

Exhibit 99.1

Electronically Filed

7/14/2020 1:04 PM

Steven D. Grierson

CLERK OF THE COURT

NOTC

PETER L. CHASEY, ESQ.

Nevada Bar No. 007650

CHASEY LAW OFFICES

3295 N. Fort Apache Road, Suite 110

Las Vegas, Nevada 89129

Tel: (702) 233-0393 Fax: (702) 233-2107

email: peter@chaseylaw.com

Attorney for Petitioner

CUSTODIAN VENTURES, LLC

EIGHTH JUDICIAL DISTRICT COURT

CLARK COUNTY, NEVADA

In the Matter of	)	CASE NO.:	A-20-816260-B
	)	DEPT NO.:	XI
3D MAKERJET, INC., a Nevada Corporation,	)
[Nevada Entity No. E0010272009-6],	)
	)
(Petition of Custodian Ventures, LLC),	)
	)

NOTICE OF ENTRY OF ORDER

PLEASE TAKE NOTICE that on the 14^th day of July, 2020 the attached Order Appointing Custodian was entered in the above-captioned case.

Dated this 14^th day of July, 2020.

CHASEY LAW OFFICES

/s/ Peter L. Chasey

Peter L. Chasey, Esq.

Nevada Bar No. 007650

3295 N. Fort Apache Rd., Ste. 110

Las Vegas, NV 89129

Tel: (702) 233-0393 Fax: (702) 233-2107

Email: peter@chaseylaw.com

Attorney for Petitioner

CUSTODIAN VENTURES, LLC

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CERTIFICATE OF SERVICE

I hereby certify that on the 14^th day of July, 2020, I served a true and complete copy of the foregoing NOTICE OF ENTRY OF ORDER by placing a copy of the same in the United States Mail, postage fully prepaid addressed to the following:

Officers and Directors	Officers and Directors
3D Makerjet, Inc.	3D Makerjet, Inc.
7548 Municipal Drive	8752 Bay Ridge Blvd.
Orlando, FL 32819	Orlando, FL 32819

Action Stock Transfer Corporation

2469 E. Fort Union Blvd., Suite 214

Salt Lake City, UT 84121

AN EMPLOYEE OF CHASEY LAW OFFICES

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Electronically Filed

7/14/2020 12:51 PM

Steven D. Grierson

CLERK OF THE COURT

ORDR

PETER L. CHASEY, ESQ.

Nevada Bar No. 007650

CHASEY LAW OFFICES

3295 N. Fort Apache Road, Suite 110

Las Vegas, Nevada 89129

Tel: (702) 233-0393 Fax: (702) 233-2107

email: peter@chaseylaw.com

Attorney for Petitioner

CUSTODIAN VENTURES, LLC

EIGHTH JUDICIAL DISTRICT COURT
CLARK COUNTY, NEVADA

In the Matter of	)	CASE NO.: A-20-816260-B
	)	DEPT NO.: XI
3D MAKERJET, INC., a Nevada Corporation,	)
[Nevada Entity No. E0010272009-6],	)	ORDER APPOINTING CUSTODIAN
	)	[NRS 78.347(1)(B)]
(Petition of Custodian Ventures, LLC),	)
	)

THE COURT, having considered Petitioner, CUSTODIAN VENTURES, LLC’s Motion for Appointment of Custodian for 3D MAKERJET, INC., a Nevada Corporation [Nevada Entity No. E0010272009-6], proper notice having been given to the officers and directors of 3D MAKERJET, INC. pursuant to NRS 78.750(2), no opposition having been received, and good cause appearing,

IT IS ORDERED, ADJUDGED AND DECREED that:

1. Petitioner CUSTODIAN VENTURES, LLC is appointed custodian of 3D MAKERJET, INC.

2. CUSTODIAN VENTURES, LLC shall revive and/or reinstate 3D MAKERJET, INC. with the Nevada Secretary of State.

3. CUSTODIAN VENTURES, LLC shall appoint officers and directors to serve during the Custodianship of 3D MAKERJET, INC.

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4.  CUSTODIAN VENTURES, LLC is authorized to take reasonable and prudent action on behalf of 3D MAKERJET, INC., including negotiating and compromising debt, executing contracts and other agreements, filing Amendments to the Articles of Incorporation to change the corporation’s name, issue authorized common shares and preferred shares, authorize additional shares of common, authorize additional shares of preferred shares, designate and authorize additional classes of preferred shares, convert preferred shares to common shares, eliminate a class or classes of preferred shares, and amend the preferences on any class of preferred shares, and to initiate litigation in 3D MAKERJET, INC.’s name as deemed reasonable and prudent in connection with or related to the performance of the Custodian’s duties.

5. CUSTODIAN VENTURES, LLC shall provide reasonable notice to all shareholders of record of a shareholders meeting to be held after this Order is entered, and the shareholders who attend such meeting, whether in person or by proxy, shall constitute a quorum sufficient for all purposes of the meeting.

6. The record transfer agent for 3D MAKERJET, INC. is hereby authorized and directed to cooperate with CUSTODIAN VENTURES, LLC concerning delivery of the shareholder list for 3D MAKERJET, INC.

7. CUSTODIAN VENTURES, LLC shall file a Custodian Amendment to the Articles of Incorporation for 3D MAKERJET, INC. with the Nevada Secretary of State containing the following disclosures and statements:

(a) Disclosures of any previous criminal, administrative, civil or National Association of Securities Dealers, Inc., or Securities and Exchange Commission investigations, violations, or convictions concerning CUSTODIAN VENTURES, LLC, or its affiliates or subsidiaries.

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(b)	A statement that reasonable, but ultimately unsuccessful, attempts were made to contact the officers or directors of the corporation to request that 3D MAKERJET, INC. comply with Chapter 78 of the Nevada Revised Statutes.
(c)	A statement that as Custodian, CUSTODIAN VENTURES, LLC, is authorized to continue the business of 3D MAKERJET, INC. for the benefit of the corporation and its shareholders.
(d)	A statement that CUSTODIAN VENTURES, LLC will reinstate 3D MAKERJET, INC.’s charter to do business in the State of Nevada.
(e)	Any other information as may be required by regulations promulgated by the Nevada Secretary of State.

8. CUSTODIAN VENTURES, LLC, as custodian of 3D MAKERJET, INC., shall submit a report to this Court of the actions taken by the Custodian every month from the date of Notice of Entry of this Order while the custodianship remains active.

IT IS SO ORDERED.

Dated this 14^th day of July, 2020.

 

DISTRICT COURT JUDGE

Respectfully Submitted by:

CHASEY LAW OFFICES

Peter Chasey

PETER L. CHASEY, ESQ.

Nevada Bar No. 007650

3295 N. Fort Apache Rd., Ste. 110

Las Vegas, NV 89129

Tel: (702) 233-0393 Fax: (702) 233-2107

Attorney for Petitioner

CUSTODIAN VENTURES, LLC

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