Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.


 Item 3.02 Creation of a Direct Financial Obligation or an Obligation under an

           Off-Balance Sheet Arrangement of a Registrant.

On October 23, 2020, Bare Metal Standard, Inc., an Idaho corporation (the "Company"), entered into a securities purchase agreement (the "SPA") with Redstart Holdings Corp., a New York corporation (the "Investor" or "Redstart"), pursuant to which the Company agreed to issue to the Investor a Convertible Promissory Note, (the "Note") in the principal amount of $48,000 in exchange for a purchase price of $48,000. The Note was funded by the Investor on October 23, 2020, and on such date pursuant to the SPA, the Company reimbursed the Investor for expenses for legal fees and due diligence of $3,000. The Note proceeds will be used by the Company for general working capital purposes. The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions.

The Note matures 12 months after the date of issuance. The Note is convertible into shares of the Company's common stock beginning on the date which is 180 days from the issuance date of the Note, at a conversion price equal to 61% multiplied by the lowest trading price, as such term is defined in the Note, during the 15 trading day period ending on the last complete trading day prior to the date of conversion, provided, however, that the Investor may not convert the Note to the extent that such conversion would result in the Investor's beneficial ownership of the Company's common stock being in excess of 4.99% of the Company's issued and outstanding common stock. The beneficial ownership limitation may not be waived by the Investor.

The Note carries a pre-payment penalty if the Note is paid off in 60, 90, 120, 150, or 180 days following the issue date. The pre-payment penalty is based on the then-outstanding principal at the time of payoff, plus accrued and unpaid interest, multiplied by 120%, 125%, 130%, 135% and 139%, respectively. After the expiration of 180 days following the issue date, the Company shall have no right of prepayment.

Pursuant to the Note, during any period where funds are owed under the Note, if the Company enters into any future financing transactions with a third party investor, the Company will be required to give notice of same to the Investor at least 10 days prior to closing of such future financing, and in the event that the Investor determines that the terms of the subsequent investment are preferable to the terms of the securities issued to the Investor pursuant to the terms of the SPA, the Company will have to amend and restate the securities issued to the Investor pursuant to the SPA (which may include the conversion terms of the Note), to be identical to the instruments evidencing the subsequent investment.

The foregoing descriptions of the SPA and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA and the Note, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

The Note was issued, and any shares to be issued pursuant to any conversion of the Note shall be issued, in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No. Description



4.1           Convertible Promissory Note issued on October 23, 2020 to Redstart
            Holdings Corp.

10.1          Securities Purchase Agreement, entered into between Bare Metal
            Standard, Inc. and Redstart Holdings Corp.  dated October 23,
            2020.

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