Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
COMEPAY INC.
10-8707 Dufferin Street
Suite #308, Vaughn, Ontario L4J 0A6
Canada
_______________________________
Telephone: (954) 607-2296
Website: N/A
Email: info@comepayinc.com
SIC: 7389
Quarterly Report
For the Period Ending: June 30, 2022
(the "Reporting Period")
As of June 30, 2022, the number of shares outstanding of our Common Stock was:
78,619,532(1)(2)
As of March 31, 2022, the number of shares outstanding of our Common Stock was:
78,619,532(1)(2)
As of December 31, 2021, the number of shares outstanding of our Common Stock was:
78,619,532(1)(2)
- Includes 67,064,761shares pending cancelation upon receipt of satisfactory stock powers from the holders.
- Includes 18,750 shares administratively issued as to 15,000 shares on December 31, 2020 and 3,750 on March 31, 2021 under the terms of a consulting contract, but unissued at the date of this report
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: ☒ | No: ☐ |
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: ☐ | No: ☒ |
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ | No: ☒ |
1 "Change in Control" shall mean any events resulting in:
- Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
- The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
- A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
- The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
- Name and address(es) of the issuer and its predecessors (if any)
In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.
June 14, 1995 to August 22, 2006 | - | Dragon Environmental Corporation | |||
August 22, 2006 to June 25, 2008 | - | Symposium Productions Corporation | |||
June 25, 2008 to September 18, 2009 - | Feed Global Corporation | ||||
September 18, 2009 to February 16, 2010 - | Symposium Productions | Corporation | |||
February 16, 2010 to August 19, 2020 - | Gradient Wind Technologies, Inc. | ||||
August 19, 2020 to December 28, 2011 - | Grid Cloud solutions, Inc. | ||||
December 28, 2011 to January 17, 2012 - | Great Rock Development | Corporation | |||
January 17, 2012 to present - | Comepay, Inc. |
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):
The issuer has been incorporated in the State of Florida since inception. The issuer is currently active.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
Not Applicable
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
N/A
The address(es) of the issuer's principal executive office:
10-8707 Dufferin Street, Suite #308, Vaughn, Ontario L4J 0A6, Canada
The address(es) of the issuer's principal place of business:
Check box if principal executive office and principal place of business are the same address: ☒
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: ☐ | No: ☒ |
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
N/A | |||
2) | Security Information | ||
Trading symbol: | CMPY | ||
Exact title and class of securities outstanding: | Common Stock | ||
CUSIP: | 20036M107 | ||
Par or stated value: | $0.001 | ||
Total shares authorized: | 750,000,000as of date: July 8, 2022 | ||
Total shares outstanding: | 78,619,532* | as of date: July 8, 2022 | |
Number of shares in the Public Float2: | 7,966,313* | as of date: July 8, 2022 |
2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
Total number of shareholders of record: | 307* | as of date: July 8, 2022 |
*Includes cumulative 18,750 shares administratively issued to one shareholder as to 15,000 in fiscal 2020 and 3,750 during the fiscal year ended December 31, 2021 pending book entry by the Company's transfer agent. Also includes 67,064,761 shares pending cancelation upon receipt of satisfactory stock powers from the holders.
All additional class(es) of publicly traded securities (if any):
Not Applicable
Transfer Agent
Name: | Action Stock Transfer Corporation | |
Phone: | (801) 274-1088 | |
Email: | action@actionstocktransfer.com | |
Address: 2469 E. Fort Union Blvd, Suite 214, Salt Lake City, UT 84121 | ||
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒ | No: ☐ |
- Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐
Shares Outstanding as of Second Most Recent | |||||||||||
Fiscal Year End: | |||||||||||
Opening Balance | *Right-click the rows below and select "Insert" to add rows as needed. | ||||||||||
Date December 31, 2019 | |||||||||||
Common: 78,600,782 | |||||||||||
Preferred: Nil | |||||||||||
Date of | Transaction | Number of | Class of | Value of | Were | Individual/ Entity | Reason for share | Restricted or | Exemption | ||
Transaction | type (e.g. new | Shares | Securities | shares | the | Shares were | issuance (e.g. for | Unrestricted | or | ||
issuance, | Issued (or | issued | shares | issued to | cash or debt | as of this | Registration | ||||
cancellation, | cancelled) | ($/per | issued | (entities must | conversion) | filing. | Type. | ||||
shares | share) at | at a | have individual | -OR- | |||||||
returned to | Issuance | discount | with voting / | Nature of | |||||||
treasury) | to | investment | Services | ||||||||
market | control | Provided | |||||||||
price at | disclosed). | ||||||||||
the time | |||||||||||
of | |||||||||||
issuanc | |||||||||||
e? | |||||||||||
(Yes/No) | |||||||||||
March 1, 2020 | New | 3,750(1) | Common | $0.085 | No | Lilja | Services | Restricted | Reg S | ||
Issuance | Khamidullina | ||||||||||
June 1, 2020 | New | 3,750(1) | Common | $0.031 | No | Lilja | Services | Restricted | Reg S | ||
Issuance | Khamidullina | ||||||||||
3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
September 1, | New | 3,750(1) | Common | $0.095 | No | Lilja | Services | Restricted | Reg S |
2020 | Issuance | Khamidullina | |||||||
December 1, | New | 3,750(1) | Common | $0.031 | No | Lilja | Services | Restricted | Reg S |
2020 | Issuance | Khamidullina | |||||||
March 1, 2021 | New | 3,750(2) | Common | $0.0285 | No | Lilja | Services | Restricted | Reg S |
Issuance | Khamidullina | ||||||||
Shares Outstanding | on June 30, 2022 | ||||||||
Ending Balance: | |||||||||
Common 78,619,532 | |||||||||
Preferred: NIL |
Use the space below to provide any additional details, including footnotes to the table above:
- There shares are treated as administratively issued in fiscal 2020, and pending issuance as of this filing.
- There shares are treated as administratively issued in the quarter ended March 31, 2021, and pending issuance as of this filing.
- Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☐
Date of | Outstanding | Principal | Interest | Maturity | Conversion Terms | Name of Noteholder | Reason for |
Note | Balance ($) | Amount at | Accrued ($) | Date | (e.g. pricing | (entities must have | Issuance (e.g. |
Issuance | Issuance ($) | mechanism for | individual with voting | Loan, Services, | |||
determining | / investment control | etc.) | |||||
conversion of | disclosed). | ||||||
instrument to | |||||||
shares) | |||||||
Convertible into | Rosa Shimonov | Loan | |||||
12/31/2015 | 1,779 | 4,779 | - | 11/1/2017 | shares at fixed rate of | ||
$0.008 per share | |||||||
Convertible into | Ilya Aharon | Loan | |||||
12/31/2015 | 5,000 | 5,000 | - | 11/1/2017 | shares at fixed rate of | ||
$0.008 per share | |||||||
Convertible into | Spartak Kanayev | Loan | |||||
8/1/2017 | 1,763 | 3,763 | - | 5/1/2016 | shares at fixed rate of | ||
$0.008 per share | |||||||
Convertible into | Ioulia Chpilevskaia | Loan | |||||
8/1/2017 | 4,000 | 4,000 | - | 5/1/2016 | shares at fixed rate of | ||
$0.008 per share | |||||||
Convertible into | Care Providers Co. | Loan | |||||
12/11/2017 | 1,107,890 | 1,002,000 | 105,890 (2) | 12/11/2018 | shares at fixed rate of | Inc. (1) | |
$0.57 per share | |||||||
Convertible into | Care Providers Co. | Loan | |||||
2/6/2018 | 470,625 | 400,000 | 70,625(3) | 2/6/2019 | shares at fixed rate of | Inc. (1) | |
$0.57 per share | |||||||
Convertible into | Care Providers Co. | Loan | |||||
6/30/2018 | 255,190 | 193,294 | 61,896 | 6/30/2019 | shares at fixed rate of | Inc. (1) | |
$0.57 per share | |||||||
Convertible into | Care Providers Co. | Loan | |||||
7/30/2018 | 602,657 | 458,463 | 143,794 | 7/30/2019 | shares at fixed rate of | Inc. (1) | |
$0.57 per share | |||||||
Convertible into | Care Providers Co. | Loan | |||||
8/7/2018 | 1,223,808 | 932,858 | 290,950 | 8/7/2019 | shares at fixed rate of | Inc. (1) | |
$0.57 per share | |||||||
Convertible into | Care Providers Co. | Loan | |||||
8/17/2018 | 654,849 | 500,000 | 154,849 | 8/17/2019 | shares at fixed rate of | Inc. (1) | |
$0.57 per share | |||||||
Convertible into | Care Providers Co. | Loan | |||||
8/23/2018 | 55,535 | 40,000 | 15,535 | 8/23/2019 | shares at fixed rate of | Inc. (1) | |
$0.57 per share | |||||||
Convertible into | Care Providers Co. | Loan | |||||
9/20/2018 | 121,359 | 93,192 | 28,167 | 9/20/2019 | shares at fixed rate of | Inc. (1) | |
$0.57 per share | |||||||
Convertible into | Care Providers Co. | Loan | |||||
12/31/2018 | 52,304 | 40,866 | 11,438 | 12/31/2019 | shares at fixed rate of | Inc. (1) | |
$0.57 per share | |||||||
Convertible into | Care Providers Co. | Loan | |||||
3/31/2019 | 10,176 | 8,075 | 2,101 | 3/31/2020 | shares at fixed rate of | Inc. (1) | |
$0.57 per share | |||||||
Convertible into | Care Providers Co. | Loan | |||||
6/30/2019 | 12,588 | 10,150 | 2,438 | 6/30/2020 | shares at fixed rate of | Inc. (1) | |
$0.57 per share | |||||||
Convertible into | Care Providers Co. | Loan | |||||
12/31/2019 | 5,999 | 5,000 | 999 | 12/31/2020 | shares at fixed rate of | Inc. (1) | |
$0.57 per share | |||||||
Convertible into | Care Providers Co. | Loan | |||||
12/31/2020 | 7,547 | 6,740 | 807 | 12/31/2021 | shares at fixed rate of | Inc. (1) | |
$0.57 per share | |||||||
Use the space below to provide any additional details, including footnotes to the table above:
- Beneficial Owner of Care Providers Co. Inc is Ilya Aharon.
- The Company allocated paid interest accrued of $259,112.06 on this note paid during fiscal 2019
- The Company allocated paid interest accrued of $70,000 on this note paid during fiscal 2019.
- Financial Statements
A. The following financial statements were prepared in accordance with:
☒ U.S. GAAP ☐ IFRS
- The financial statements for this reporting period were prepared by (name of individual)4:
Name: | The Accounting Connection - Manager: Li Shen, CA |
Title: | Accountant |
Relationship to Issuer: | N/A |
4 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Comepay Inc. published this content on 14 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 August 2022 15:52:06 UTC.