UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Blubuzzard, INC.
| |
| (Name of Issuer) |
| |
| Common
Stock, par value $0.001 per share |
| |
| (Title
of Class of Securities) |
095228102 |
| |
| (CUSIP
Number) |
Thomas DeNunzio
1800D Mineral Spring Ave #164
North Providence. Rhode Island
Phone: 401-641-0405 |
| |
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
| |
June 5, 2024
|
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom
copies are to be sent.
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
| CUSIP No. 095228102 |
|
SCHEDULE 13D |
|
|
1
|
NAME OF REPORTING PERSON
CRS Consulting, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [
]
(b) [ ] |
|
3
|
SEC USE ONLY |
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO 1
|
|
5
|
CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
Sole Voting Power – 0
|
8
|
Shared
Voting Power – 527,051,684 |
9
|
Sole Dispositive Power – 0
|
10
|
Shared
Dispositive Power – 527,051,684 |
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
527,051,684 1
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
|
13
|
PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.25%2 |
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
| |
|
|
|
| |
1. |
On June 5, 2024, Blubuzzard, Inc., a
Delaware Corporation (the “Company”), entered into a Control Change Agreement (the “Agreement”) by and among
Lykato Group, LLC, a Florida Limited Liability Company (“LGL”), Blubuzzard, Inc. (“BZRD”) and CRS Consulting
LLC, a Wyoming Limited Liability Company (“CRS”), pursuant to which, on June 5, 2024, (“Closing Date”), LGL
transferred 527,051,684 shares of its BZRD common stock to CRS and 2,550 shares of its BZRD Convertible Series A Preferred Stock,
collectively (the “Shares”). There was no monetary consideration paid pursuant to the above transaction. CRS Consulting,
LLC is owned and controlled, equitably, by its three members, Jeffrey DeNunizio, Thomas DeNunzio, and Paul Moody.
|
| |
2. |
Based on 729,483,160 shares of common stock, par value
$0.001 per share, outstanding as of June 5, 2024, as reported on the Issuer’s 10-Q, filed with the Securities and Exchange
Commission on July 13, 2023. |
| CUSIP No. 095228102 |
|
SCHEDULE 13D |
|
|
1
|
NAME OF REPORTING PERSON
Thomas DeNunzio
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [
]
(b) [ ] |
|
3
|
SEC USE ONLY |
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO 1
|
|
5
|
CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
Sole Voting Power – 0
|
|
8
|
Shared
Voting Power – 527,051,684 |
9
|
Sole Dispositive Power – 0
|
10
|
Shared
Dispositive Power – 527,051,684 |
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,683,8951
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
|
13
|
PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.08% 2 |
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| |
|
|
|
| |
1. |
Consisting of 175,683,895 shares of the Company’s
common stock indirectly held of record by Thomas DeNunzio by and through his proportionate interest in the common stock beneficially
owned by CRS Consulting, LLC. CRS Consulting, LLC is owned and controlled, equitably, by its three members, Jeffrey DeNunizio, Thomas DeNunzio, and Paul Moody.
|
| |
2. |
Based on 729,483,160 shares of common stock, par value $0.001 per share, outstanding as of June 5, 2024, as reported on the Issuer’s
10-Q, filed with the Securities and Exchange Commission on July 13, 2023. |
| CUSIP No. 095228102 |
|
SCHEDULE 13D |
|
|
1
|
NAME OF REPORTING PERSON
Jeffrey DeNunzio
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [
]
(b) [ ] |
|
3
|
SEC USE ONLY |
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO 1
|
|
5
|
CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
Sole Voting Power – 0
|
|
8
|
Shared
Voting Power – 527,051,684 |
9
|
Sole Dispositive Power – 0
|
10
|
Shared
Dispositive Power – 527,051,684 |
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,683,895 1
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
|
13
|
PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.08% 2 |
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| |
|
|
|
| |
1. |
Consisting of 175,683,895 shares of the Company’s
common stock indirectly held of record by Jeffrey DeNunzio by and through his proportionate interest in the common stock beneficially
owned by CRS Consulting, LLC. CRS Consulting, LLC is owned and controlled, equitably, by its three members, Jeffrey DeNunizio, Thomas
DeNunzio, and Paul Moody.
|
| |
2. |
Based on 729,483,160 shares of common stock, par value $0.001 per share, outstanding as of June 5, 2024, as reported on the Issuer’s
10-Q, filed with the Securities and Exchange Commission on July 13, 2023. |
| CUSIP No. 095228102 |
|
SCHEDULE 13D |
|
|
1
|
NAME OF REPORTING PERSON
Paul Moody
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [
]
(b) [ ] |
|
3
|
SEC USE ONLY |
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO 1
|
|
5
|
CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
Sole Voting Power – 0
|
|
8
|
Shared Voting Power –527,051,684 |
|
9
|
Sole Dispositive Power – 0
|
|
10
|
Shared Dispositive Power – 527,051,684 |
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,683,894 1
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
|
13
|
PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.08% 2 |
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| |
|
|
|
| |
1. |
Consisting of 175,683,894 shares of the Company’s
common stock indirectly held of record by Paul Moody and through his proportionate interest in the common stock beneficially owned by
CRS Consulting, LLC. CRS Consulting, LLC is owned and controlled, equitably, by its three members, Jeffrey DeNunizio, Thomas DeNunzio,
and Paul Moody.
|
| |
2. |
Based on 729,483,160 shares of common stock, par value $0.001 per share, outstanding as of June 5, 2024, as reported on the Issuer’s
10-Q, filed with the Securities and Exchange Commission on July 13, 2023. |
SCHEDULE 13D
The reporting persons named in Item 2 below
are hereby jointly filing this Schedule 13D (this “Statement”) because, due to certain relationships among the reporting
persons, such reporting persons may be deemed to beneficially own some or all of the same securities directly or indirectly acquired
from the Company (defined below) by one or more of the reporting persons. In accordance with Rule 13d-1(k)(1)(iii) promulgated
pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the reporting persons named in Item 2
below have executed a written agreement relating to the joint filing of this Statement (the “Joint Filing Agreement”), a
copy of which is included at the end of this document.
Additional information regarding the June 5, 2024 transaction, resulting in the need to file this Schedule 13D on behalf of the reporting person(s), can be viewed
in the Form 8-K filed by Blubuzzard, Inc. on June 7, 2024.
Item 1. Security and Issuer.
This Statement relates to shares of common
stock, par value $0.001 per share (the “Common Stock”), of Blubuzzard, Inc., a Nevada corporation (the “Company”). The address of the Company’s principal executive
offices is 1800D Mineral Spring Ave #164North Providence. Rhode Island, 02904.
Item 2. Identity and Background.
| |
(a) |
This Schedule 13D is being filed by (i) CRS Consulting,
LLC, a Wyoming Limited Liability Company (“CRS”), (ii) Thomas DeNunzio, a Director of Blubuzzard, Inc., Jeffrey
DeNunzio and Paul Moody. Jeffrey DeNunizio, Thomas DeNunzio, and Paul Moody are equitable members of CRS Consulting, LLC.
Thomas DeNunzio is the father of Jeffrey DeNunzio.
CRS, Thomas DeNunizio, Jeffrey
DeNunzio, and Paul Moody are deemed to be the “Reporting Persons” and, may be referred
to herein as each a “Reporting Person”). |
| |
(b) |
The address of the business office for each of the Reporting Persons
is 1800D Mineral Spring Ave #164 North Providence. Rhode Island. |
| |
(c) |
The principal business of CRS is to act as a holding company for various
assets that may be acquired by Jeffrey DeNunizio, Thomas DeNunzio, and Paul Moody, collectively.
Mr. Jeffrey DeNunzio is a private business consultant and President of
V Financial Group, Inc., a Company that provides issuers with Edgarization and related services.
Mr. Thomas DeNunzio is an entrepreneur and business
consultant with experience in business restructuring, mergers and acquisitions.
Mr. Paul Moody is a private business consultant
with experience in mergers, acquisitions, and other business related activities. |
| |
(d) |
During the last five (5) years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding violations or similar misdemeanors). |
| |
(e) |
During the last five (5) years, none of the Reporting Persons have
been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding,
was or is subject to a judgement, decree, or final order enjoining future
violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws. |
| |
(f) |
CRS is a Wyoming Limited
Liability Company. |
Item
3. Source or Amount of Funds or Other Consideration.
On June 5, 2024, Blubuzzard, Inc., a Delaware Corporation (the “Company”), entered into a Control Change Agreement (the “Agreement”)
by and among Lykato Group, LLC, a Florida Limited Liability Company (“LGL”), Blubuzzard, Inc. (“BZRD”) and CRS
Consulting LLC, a Wyoming Limited Liability Company (“CRS”), pursuant to which, on June 5, 2024, (“Closing Date”),
LGL transferred 527,051,684 shares of its BZRD common stock to CRS and 2,550 shares of its BZRD Convertible Series A Preferred Stock,
collectively (the “Shares”). The consummation of the transactions resulted in a change in control of the Company, with CRS
becoming the Company’s largest controlling stockholder, holding 72.25% voting control. Additionally, LGL retains 72,948,316 common
shares of BZRD, representing 10% voting control.There was no monetary consideration paid pursuant to the above transaction. CRS Consulting, LLC is owned and
controlled, equitably, by its three members, Jeffrey DeNunizio, Thomas DeNunzio, and Paul Moody. |
Item 4. Purpose of Transaction.
The shares issued issued to CRS Consulting, LLC were to effect a change
in control of Blubuzzard, Inc.
Except to the extent provided in this Statement,
none of the Reporting Persons have any current plans or proposals that relate to, or could result in any of the matters referred to in
paragraphs (a) through (j) inclusive, of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review
or reconsider their positions and/or change their purposes and/or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer.
The aggregate percentage of common stock owned
by the Reporting Person is based on 729,483,160 shares of common stock, par value $0.001 per share, outstanding as of June 5, 2024, as reported on the Issuer’s 10-Q,
filed with the Securities and Exchange Commission on July 13, 2023.
| |
a. |
Aggregate number of shares beneficially owned: 527,051,684 |
Percentage: 72.25%
| |
b. |
Sole power to vote or direct vote: 0 |
Shared power to vote or to direct vote:
527,051,684
Sole power to dispose or to direct disposition:
0
Shared
power to dispose or to direct disposition: 527,051,684
| |
c. |
CRS Consulting,
LLC has not effected any transactions in the Company’s Common Stock during the past 60 days, except as described in this
Statement. |
| |
a. |
Aggregate number of shares
beneficially owned: 175,683,895 |
Percentage:
24.08%
| |
b. |
Sole power to vote or direct vote: 0 |
Shared power to vote or to direct vote:
527,051,684
Sole power to dispose or to direct disposition:
0
Shared power to dispose
or to direct disposition: 527,051,684
| |
c. |
Thomas DeNunzio has not
effected any transactions in the Company’s Common Stock during the past 60 days, except as described in this
Statement. |
| |
a. |
Aggregate number of shares beneficially owned: 175,683,895 |
Percentage: 24.08%
| |
b. |
Sole power to vote or direct vote: 0 |
Shared power to vote or to direct vote:
527,051,684
Sole power to dispose or to direct disposition:
0
Shared power to dispose or to direct disposition:
527,051,684
| |
c. |
Jeffrey DeNunzio has not effected any transactions in the
Company’s Common Stock during the past 60 days, except as described in this Statement. |
| |
a. |
Aggregate number of shares beneficially owned: 175,683,894 |
Percentage: 24.08%
| |
b. |
Sole power to vote or direct vote: 0 |
Shared power to vote or to direct vote:
527,051,684
Sole power to dispose or to direct disposition:
0
Shared power to dispose or to direct disposition:
527,051,684
| |
c. |
Paul Moody has not effected any transactions in the Company’s
Common Stock during the past 60 days, except as described in this Statement. |
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Except as described in this Statement, there are
no contracts, arrangements, understandings, or relationships other than as disclosed among the persons named in Item 2 hereof and any
other person, with respect to the securities of the Company.
Item 7. Material to be Filed as Exhibits.
Exhibit No. Description
SIGNATURES
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct.
| |
Dated:
June 13, 2024 |
CRS Consulting, LLC
By: /s/ Jeffrey DeNunzio
Name: Jeffrey DeNunzio
Title: Managing Member
|
| |
|
|
| |
|
Jeffrey DeNunzio, Individually
By: /s/ Jeffrey DeNunzio
Name: Jeffrey DeNunzio
|
| |
|
|
| |
|
Thomas DeNunzio, Individually
By: /s/ Thomas
DeNunzio
Name: Thomas DeNunzio
|
| |
|
|
| |
|
Paul Moody, Individually
By: /s/ Paul Moody
Name: Paul Moody
|
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended, the persons and or parties named below agree to the joint filing on behalf of each of them of a statement
on Schedule 13D (including amendments thereto) with respect to the Common Stock of Blubuzzard, Inc. and further agree that
this Joint Filing Agreement be included as an Exhibit to such joint filings. This Joint Filing Agreement may be terminated with respect
to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person
giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
| |
Dated:
June 13, 2024 |
CRS Consulting, LLC
By: /s/ Jeffrey DeNunzio
Name: Jeffrey DeNunzio
Title: Managing Member
|
| |
|
|
| |
|
Jeffrey DeNunzio, Individually
By: /s/ Jeffrey DeNunzio
Name: Jeffrey DeNunzio
|
| |
|
|
| |
|
Thomas DeNunzio, Individually
By: /s/ Thomas
DeNunzio
Name: Thomas DeNunzio
|
| |
|
|
| |
|
Paul Moody, Individually
By: /s/ Paul Moody
Name: Paul Moody
|
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