Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
MetaCap Inc.
390 N. Orange Ave.28th Floor
Orlando, FL 32801
-
205-1860
www.mcaptech.com
info@metacaptech.com
SIC Code:7371
Annual Report
For the Period Ending: December 31, 2021
(the "Reporting Period")
As of December 31, 2021,the number of shares outstanding of our Common Stock was: 23,239,938
As of September 30, 2021,the number of shares outstanding of our Common Stock was: 127,802,957.
As of December 31, 2020,the number of shares outstanding of our Common Stock was: 124,192,957.
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: X |
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: ☐ | No: X |
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: X | 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.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 1 of 23 |
- 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.
Current Name of Issuer: MetaCap Inc.("MCAP")
Name Used by Predecessor Entity: Mango Capital, Inc.
Date of Name Change: October 4, 2021
Name(s) Used by Predecessor Entity:(i) MangoSoft, Inc. until January 25, 2011; (ii) First American Clock Co. ("First American") incorporated under the laws of the State of Nevada on May 17, 1995.
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):
Incorporated and registered in the State of Nevada. Current Standing Active
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
None.
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
On November 10, 2021, the Company implemented a reverse split, issuing one share of MCAP stock for every 200 shares. No fractional shares were issued. If the reverse stock split calculation resulted in the issuance of fractional share to a shareholder, the issuance for such shareholder was rounded up to the next whole share. Shares held in "street name" through a broker, bank or other nominee were treated identically as shares held by registered holders.
The address(es) of the issuer's principal executive office: 390 N. Orange Ave. 28th Floor Orlando, FL 32801
The address(es) of the issuer's principal place of business: 390 N. Orange Ave. 28th Floor Orlando, FL 32801
Check box if principal executive office and principal place of business are the same address: x
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: ☐ | No: X |
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
Not Applicable
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 2 of 23 |
- Security Information
Trading symbol: MCAP
Exact title and class of securities outstanding: Common Stock of MCAP
CUSIP: | 562694208 | |||||||||
Par or stated value: | $0.001 | |||||||||
Total shares authorized: | 250,000,000as of date: December 31, 2021 | |||||||||
Total shares outstanding: | 23,239,938 | as of date: December 31, 2021 | ||||||||
Number of shares in the Public Float2: | 639,938 | as of date: December 31, 2021 | ||||||||
Total number of shareholders of record: | 564 | as of date: December 31, 2021 | ||||||||
All additional class(es) of publicly traded securities (if any): None | ||||||||||
Trading symbol: | ||||||||||
Exact title and class of securities outstanding: | ||||||||||
CUSIP: | ||||||||||
Par or stated value: | ||||||||||
Total shares authorized: | as of date: | |||||||||
Total shares outstanding: | as of date: | |||||||||
Transfer Agent | ||||||||||
Name: | Computershare Investor Services | |||||||||
Phone: | 201-680-4236 | |||||||||
Email: | Marleen.Grandeson-Mills@computershare.com | |||||||||
Address: 150 Royall Street, Canton, MA 02021 | ||||||||||
Is the Transfer Agent registered under the Exchange Act?3 Yes: X | No: ☐ |
- "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.
- To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 3 of 23 |
- 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.
- 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: | *Right-click the rows below and select "Insert" to add rows as needed. | |||||||||||
Opening Balance | ||||||||||||
Date | Common: | |||||||||||
Dec 31, 2019 | 120,392,957 | |||||||||||
Preferred: N/A | ||||||||||||
Were | ||||||||||||
the | ||||||||||||
Value | shares | Reason for | ||||||||||
of | issued | Individual/ Entity | ||||||||||
Transaction | share | |||||||||||
share | at a | Shares were | ||||||||||
type (e.g. | issuance | |||||||||||
s | discou | issued to (entities | Restricted | |||||||||
new | Number of | (e.g. for cash | Exemptio | |||||||||
Date of | Class of | issue | nt to | must have | or | |||||||
issuance, | Shares | or debt | n or | |||||||||
Transactio | Securitie | d | market | individual with | Unrestrict | |||||||
cancellation | Issued (or | conversion) | Registrati | |||||||||
n | s | ($/per | price | voting / | ed as of | |||||||
, shares | cancelled) | -OR- | on Type. | |||||||||
share | at the | investment | this filing. | |||||||||
returned to | Nature of | |||||||||||
) at | time of | control | ||||||||||
treasury) | Services | |||||||||||
Issua | issuan | disclosed). | ||||||||||
Provided | ||||||||||||
nce | ce? | |||||||||||
(Yes/N | ||||||||||||
o) | ||||||||||||
7/12/2020 | New | 1,800,000 | Common | $0.01 | No | MSH Investments | Residential | Restricted | Exempt | |||
Issuance | [Note 1] | Land | ||||||||||
New | Desert Mountain | Residential | ||||||||||
7/12/2020 | 1,200,000 | Common | $0.01 | No | Land Holdings, | Restricted | Exempt | |||||
Issuance | Land | |||||||||||
LLC [Note 2] | ||||||||||||
7/12/20 | New | 300,000 | Common | $0.01 | No | Mir Hyder Ali and | Consulting | Restricted | Exempt | |||
Issuance | Afshan Khan | |||||||||||
7/12/20 | New | 500,000 | Common | $0.01 | No | Charles K. | Consulting | Restricted | Exempt | |||
Issuance | Montecino | |||||||||||
3/31/21 | New | 500,000 | Common | $0.01 | No | Charles K. | Accounting | Restricted | Exempt | |||
Issuance | Montecino | |||||||||||
3/31/21 | New | 200,000 | Common | $0.01 | No | Lex Latkovski | Consulting | Restricted | Exempt | |||
Issuance | ||||||||||||
3/31/21 | New | 100,000 | Common | $0.01 | No | Marissa Josephick | Consulting | Restricted | Exempt | |||
Issuance | ||||||||||||
3/31/21 | New | 50,000 | Common | $0.01 | No | James Josephick | Consulting | Restricted | Exempt | |||
Issuance | ||||||||||||
3/31/21 | New | 50,000 | Common | $0.01 | No | Benjamin | Consulting | Restricted | Exempt | |||
Issuance | Josephick | |||||||||||
3/31/21 | New | 50,000 | Common | $0.01 | No | Beckham | Consulting | Restricted | Exempt | |||
Issuance | Josephick | |||||||||||
3/31/21 | New | 100,000 | Common | $0.01 | No | Peter J. Bradian | Consulting | Restricted | Exempt | |||
Issuance | ||||||||||||
3/31/21 | New | 200,000 | Common | $0.01 | No | Gianna McMaster | Consulting | Restricted | Exempt | |||
Issuance | ||||||||||||
OTC Markets Group Inc. | ||||||||||||
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 4 of 23 |
3/31/21 | New | 500,000 | Common | $0.01 | No | Marcella Brean | Consulting | Restricted | Exempt |
Issuance | |||||||||
3/31/21 | New | 50,000 | Common | $0.01 | No | Megan Ragonese | Consulting | Restricted | Exempt |
Issuance | |||||||||
3/31/21 | New | 350,000 | Common | $0.01 | No | John Jacobs | Consulting | Restricted | Exempt |
Issuance | |||||||||
3/31/21 | New | 250,000 | Common | $0.01 | No | Brooke Pagano | Consulting | Restricted | Exempt |
Issuance | |||||||||
3/31/21 | New | 500,000 | Common | $0.01 | No | Charles K. | Accounting | Restricted | Exempt |
Issuance | Montecino | ||||||||
5/6/2021 | Cancellation | -1,000,000 | Common | $0.01 | No | Peter J. Bradian | Consulting | Restricted | Exempt |
5/6/2021 | New | 100,000 | Common | $0.01 | No | Gianna McMaster | Consulting | Restricted | Exempt |
Issuance | |||||||||
5/6/2021 | New | 100,000 | Common | $0.01 | No | Megan Ragonese | Consulting | Restricted | Exempt |
Issuance | |||||||||
5/6/2021 | New | 100,000 | Common | $0.01 | No | Brooke Pagano | Consulting | Restricted | Exempt |
Issuance | |||||||||
8/6/2021 | New | 1,000,000 | Common | $0.01 | No | Peter J. Bradian | Consulting | Restricted | Exempt |
Issuance | |||||||||
8/6/2021 | New | 25,000 | Common | $0.01 | No | Gianna McMaster | Consulting | Restricted | Exempt |
Issuance | |||||||||
8/6/2021 | New | 100,000 | Common | $0.01 | No | Megan Ragonese | Consulting | Restricted | Exempt |
Issuance | |||||||||
8/6/2021 | New | 25,000 | Common | $0.01 | No | Brooke Pagano | Consulting | Restricted | Exempt |
Issuance | |||||||||
8/6/2021 | New | 80,000 | Common | $0.01 | No | Diane Bowers | Consulting | Restricted | Exempt |
Issuance | |||||||||
8/6/2021 | New | 10,000 | Common | $0.01 | No | Kimberly Yerkey | Consulting | Restricted | Exempt |
Issuance | |||||||||
8/6/2021 | New | 10,000 | Common | $0.01 | No | Roger Yerkey | Consulting | Restricted | Exempt |
Issuance | |||||||||
8/6/2021 | New | 10,000 | Common | $0.01 | No | Justin Wilcox | Consulting | Restricted | Exempt |
Issuance | |||||||||
8/6/2021 | New | 10,000 | Common | $0.01 | No | Daniel Wilcox | Consulting | Restricted | Exempt |
Issuance | |||||||||
8/6/2021 | New | 10,000 | Common | $0.01 | No | Brittany Bowers | Consulting | Restricted | Exempt |
Issuance | |||||||||
8/6/2021 | New | 10,000 | Common | $0.01 | No | Thomas Bowers, | Consulting | Restricted | Exempt |
Issuance | Jr. | ||||||||
8/6/2021 | New | 10,000 | Common | $0.01 | No | Kelsey Thompson | Consulting | Restricted | Exempt |
Issuance | |||||||||
8/6/2021 | New | 10,000 | Common | $0.01 | No | Willow Elise | Consulting | Restricted | Exempt |
Issuance | Bowers | ||||||||
8/6/2021 | New | 10,000 | Common | $0.01 | No | Eric Crumb | Consulting | Restricted | Exempt |
Issuance | |||||||||
8/6/2021 | New | Common | $0.01 | No | Jennifer Crumb | Consulting | Restricted | Exempt | |
Issuance | 10,000 | ||||||||
8/6/2021 | New | 10,000 | Common | $0.01 | No | Celeste Crumb | Consulting | Restricted | Exempt |
Issuance | |||||||||
8/6/2021 | New | 10,000 | Common | $0.01 | No | Noah Crumb | Consulting | Restricted | Exempt |
Issuance | |||||||||
8/6/2021 | New | 10,000 | Common | $0.01 | No | Lilah Crumb | Consulting | Restricted | Exempt |
Issuance | |||||||||
8/6/2021 | New | 200,000 | Common | $0.01 | No | Marcella Brean | Consulting | Restricted | Exempt |
Issuance | |||||||||
8/6/2021 | New | 150,000 | Common | $0.01 | No | Sarah Boldin | Consulting | Restricted | Exempt |
Issuance | |||||||||
8/6/2021 | New | 150,000 | Common | $0.01 | No | Daniel H. Brean | Consulting | Restricted | Exempt |
Issuance | |||||||||
OTC Markets Group Inc. | |||||||||
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 5 of 23 |
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Mango Capital Inc. published this content on 15 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 February 2022 04:06:01 UTC.