Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
SAFETEK INTERNATIONAL, INC.
A Nevada Corporation
20 Chapel Street
Liverpool
L39AG
UK
_______________________________
+44 151 705 9285
http://www.bentleyintelligence.co/
helpdesk@bentleyintelligence.co
SIC: 6719
AnnualReport
For the Period Ending: 12/31/2021
(the "Reporting Period")
As of 12/31/2021, the number of shares outstanding of our Common Stock was: | 221,471,258 |
As of 09/30/2021, the number of shares outstanding of our Common Stock was: | 221,471,258 |
As of 12/31/2020, the number of shares outstanding of our Common Stock was: | 221,471,258 |
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.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 1 of 10 |
- 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.
The name of the issuer is Safetek International, Inc.
The previous name of the issuer was Theoretics, Inc. until December 1988.
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 was incorporated in the State of Delaware as Theoretics, Inc. on April 19, 1988. On January 4, 1989, the Company filed an Amendment to Articles of Incorporation with the Secretary State of Delaware to change its name to Safetek International, Inc. As of the date this report was filed, the Company is in good standing and "Active".
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
N/A
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 May 27, 2020, the court-appointed Custodian authorized a new class of preferred stock, the Special 2020 Series A Preferred Stock, with 1 (One) share authorized, convertible at 1 for 300,000,000 common shares, and super voting rights of 60% of all votes.
On May 27, 2020, the court-appointed Custodian granted to itself one (1) share of Special 2020 Series A Preferred Stock.
On June 9, 2020, the court-appointed Custodian issued to itself five hundred thousand one (500,001) shares of (old) Preferred Stock for custodian services.
On June 9, 2020, by Unanimous Written Consent of the Board of Directors, the Company authorized a 1 for 1,000,000 reverse stock split of the Company's (old) Preferred Stock with an effective date of June 9, 2020. No fractional shares were issued, leaving zero (0) shares of (old) Preferred Stock being issued and outstanding. The reverse split did not affect the Special 2020 Series A Preferred Stock leaving one (1) share of Special 2020 Series A Preferred issued and outstanding.
On June 10, 2020, in a private transaction, the custodian entered into a Securities Purchase Agreement (the "SPA") with Bentley Intelligence LTD, an entity organized under the laws of England and Wales, to sell the Special 2020 Series A Preferred Stock. Upon closing of the SPA on June 10, 2020, Bentley Intelligence (UK) LTD, controlled by Alan Bentley, acquired 60% voting control of the Company.
On July 2, 2020, the Court of Chancery of the State of Delaware entered an Order Discharging Custodian to discharge the Custodian's authority and control over the Company under the Custodianship. On the same day, Bentley Intelligence Ltd gained authority and control of the Company through voting rights and court order.
On January 5, 2021, the Company entered into a reverse merger agreement with Bentley Intelligence Ltd, an entity organized under the laws of England and Wales, to acquire 100% of the outstanding stock of Bentley Intelligence Ltd. Closing of the deal is dependent on the completion of a reverse 1:500 split of the Company's common stock and the issuance of 150,000,000 post-split common shares to the sole shareholder of Bentley Intelligence Ltd, Alan Bentley. As of the date this report was filed, the reverse split has not been executed.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 2 of 10 |
The address(es) of the issuer's principal executive office:
Safetek International, Inc.
20 Chapel Street
Liverpool
L39AG
UK
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: ☒
SafetekInternational, Inc.
20 Chapel Street
Liverpool
L39AG
UK
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:
On May 27, 2020, Synergy Management Group, LLC was granted a custodianship order in the Court of Chancery of the State of Delaware under case number 2020-0339-MTZ. Subsequently, on May 27, 2020, the Custodian granted to itself one (1) share of Special 2020 Series A Preferred Stock at par value of $0.001. The Special 2020 Series A Preferred Stock has 60% voting rights over all classes of stock and is convertible into 300,000,000 shares of the Company's common stock.
2) | Security Information | |||
Trading symbol: | SFIN | |||
Exact title and class of securities outstanding: | Common Stock | |||
CUSIP: | 786467704 | |||
Par or stated value: | $0.0001 | |||
Total shares authorized: | 500,000,000 | as of date: | 12/31/2021 | |
Total shares outstanding: | 221,471,258 | as of date | 12/31/2021 | |
Number of shares in the Public Float2: | 211,005,309 | as of date | 12/31/2021 | |
Total number of shareholders of record: | 1,250 | as of date: | 12/31/2021 | |
Trading symbol: | N/A | |||
Exact title and class of securities outstanding: | Special 2020 Series A Preferred Stock | |||
CUSIP: | N/A | |||
Par or stated value: | 0.001 | |||
Total shares authorized: | 1 | as of date: | 12/31/2021 | |
Total shares outstanding: | 1 | as of date: | 12/31/2021 |
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.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 3 of 10 |
Trading symbol: | N/A | ||||
Exact title and class of securities outstanding: | Preferred Stock | ||||
CUSIP: | N/A | ||||
Par or stated value: | $0.0001 | ||||
Total shares authorized: | 1,000,000 | as of date: | 12/31/2021 | ||
Total shares outstanding: | 0 | as of date: | 12/31/2021 | ||
Transfer Agent | |||||
Name: | Securities Transfer Corporation | ||||
Phone: | (469) 633-0101 | ||||
Email: | smith@stctransfer.com | ||||
Address: | www.stctransfer.com | ||||
Is the Transfer Agent registered under the Exchange Act?3 | Yes: ☒ | No: ☐ |
- Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐
Shares Outstanding as of Second Most Recent | ||||||||||||
Fiscal Year End: | Opening Balance | *Right-click the rows below and select "Insert" to add rows as needed. | ||||||||||
Date 12/31/2018 | Common: 221,471,258 | |||||||||||
Preferred: | 4,548 | |||||||||||
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ Entity | Reason for share | Restricted or | Exemption | |||
Transaction | type (e.g. new | Shares | Securities | shares | shares | Shares were | issuance (e.g. for | Unrestricted | or | |||
issuance, | Issued (or | issued | issued at | issued to | cash or debt | as of this | Registration | |||||
cancellation, | cancelled) | ($/per | a discount | (entities must | conversion) | filing. | Type. | |||||
shares | share) at | to market | have individual | -OR- | ||||||||
returned to | Issuance | price at | with voting / | Nature of | ||||||||
treasury) | the time | investment | Services | |||||||||
of | control | Provided | ||||||||||
issuance? | disclosed). | |||||||||||
(Yes/No) | ||||||||||||
05/27/2020 | New | 1 | Special | $30,00 | N/A | Synergy | Custodian | Restricted | Exempt | |||
Issuance | 2020 | 0.00 | Management | Services | ||||||||
Series A | Group, LLC. | |||||||||||
3 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 4 of 10 |
See (1) | See (1) | Preferred | See (1) | See (1) | (Controlled by | See (1) | See (1) | See (1) | |||||
Below. | Below. | Stock | Below. | Below. | Benjamin | Below. | Below. | Below. | |||||
Berry) | |||||||||||||
6/09/2020 | New | 500,001 | Preferred | N/A | N/A | Synergy | Custodian | Restricted | Exempt | ||||
Issuance | Stock | Management | Services | ||||||||||
Group, LLC. | |||||||||||||
(Controlled by | |||||||||||||
Benjamin | |||||||||||||
Berry) | |||||||||||||
6/09/2020 | Cancellatio | 504,549 | Preferred | N/A | N/A | Multiple | Fractional | Restricted | Exempt | ||||
n | Stock | shares from | |||||||||||
See (2) | See (2) | See (2) | See (2) | reverse split | See (2) | See () | |||||||
See (2) | Below. | Below. | Below. | Below. | Below. | Below. | |||||||
Below. | |||||||||||||
Shares Outstanding on Date of This Report: | |||||||||||||
Ending Balance | |||||||||||||
Date 12/31/2021 | Common: 221,471,258 | ||||||||||||
Preferred: | 1 | ||||||||||||
- On June 10, 2020, in a private transaction, the custodian entered into a Securities Purchase Agreement (the "SPA") with Bentley Intelligence Ltd, an entity organized under the laws of England and Wales controlled by Alan Bentley, to sell the Special 2020 Series A Preferred Stock for US$30,000 paid in cash.
-
On June 9, 2020, by Unanimous Written Consent of the Board of Directors, the Company authorized a 1 for
1,000,000 reverse stock split of the Company's (old) Preferred Stock with an effective date of June 9, 2020. No fractional shares were issued, leaving zero (0) shares of (old) Preferred Stock being issued and outstanding. The reverse split did not affect the Special 2020 Series A Preferred Stock leaving one (1) share of Special 2020 Series A Preferred issued and outstanding.
- Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☒
Date of | Outstanding | Principal | Interest | Maturity | Conversion Terms (e.g. | Name of Noteholder | Reason for |
Note | Balance ($) | Amount | Accrued | Date | pricing mechanism for | (entities must have | Issuance (e.g. |
Issuance | at | ($) | determining conversion of | individual with voting | Loan, Services, | ||
Issuance | instrument to shares) | / investment control | etc.) | ||||
($) | disclosed). |
5/27/20 | $ 75,000 | $ 75,000 | -0- | Open | Upon Reverse Merger, | Slingshot Marketing | Vendor |
Maker can force to convert. | Solutions LLC | Payable | |||||
OTC Markets Group Inc. | |||||||
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 5 of 10 |
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Safetek International Inc. published this content on 15 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 March 2022 10:09:13 UTC.