BCII Enterprises : Quarterly Report

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

BCII ENTERPRISES, INC.

53 Calle Las Palmeras

6th Floor

San Juan, PR 00901 _______________________________

Phone Number: (925) 292-6226 Website:www.bciienterprises.com e-mail:info@bciienterprises.com

SIC 6099

Quarterly Report

For the 3 Months Ended July 31, 2021

(the "Reporting Period")

As of 7/31/2021, the number of shares outstanding of our Common Stock was: 39,999,686

As of 7/31/2020, the number of shares outstanding of our Common Stock was: 39,999,686

As of 4/30/2021, the number of shares outstanding of our Common Stock was: 39,999,686

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:

(i) 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;

• (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;

• (iii) 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

(iv) 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.

Item 1. Name and address(es) of the issuer and its predecessors (if any)

BCII Enterprises, Inc., a Delaware corporation (hereinafter referred to as the "Company" or "BCII"). Former names over the past five years:

• 1. On November 18, 2016, the Company changed its name from Business.vn, Inc. to Omni Global Technologies, Inc.

• 2. On November 13, 2017, the Company changed its name from Omni Global Technologies, Inc. to Blockchain Industries, Inc.

• 3. On October 21, 2019, the Company changed its name from Blockchain Industries, Inc. to BCII Enterprises, Inc.

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:

None.

The address(es) of the issuer's principal executive office:

BCII Enterprises, Inc.

53 Calle Las Palmeras 6th Floor San Juan, PR 00901

Phone Number: (925) 292-6226 Website:www.bciienterprises.comEmail:info@bciienterprises.com

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.

Item 2. Security Information

All additional class(es) of publicly traded securities (if any):

Series A Convertible Preferred Stock None $0.0001

July 31, 2021

1,000,000 0 0 0

Note: Series A Convertible Preferred Stock. The holders of shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), have no subscription, redemption or sinking fund rights. The Company is obligated to issue shares of Common Stock to the holders of the Series A Preferred Stock ("Holders") at the Holder's discretion once the Holder submits written notice of conversion to the Company. The Company

shall issue the required number of shares of Common Stock at a rate of 20 shares of Common Stock to 1 share of the Series A Preferred Stock. In addition, the Holders shall have no voting rights unless and until such shares are converted into shares of Common Stock and must provide written notice to the authorized representative of the Company in order to convert their shares. In no event may the Holder convert any Series A Preferred Stock into Common Stock if, as a result of such conversion, the Holder will own of record and/or beneficially in excess of 4.99% of the outstanding shares of Common Stock.

The Holders are not entitled to any dividends unless the Board, in its discretion, elects to distribute dividends or the Series A Preferred Stock were converted into Common Stock as of the record date of such dividend or distribution with respect to Common Stock.

The Series A Convertible Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, equal to the holders of Common Stock. The Holders of Series A Preferred Stock, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, shall be entitled to receive in cash out of the assets of the Corporation, whether from capital or from earnings available for distribution to its stockholders pari passu with any amount paid to the holders of any Common Stock on a pro rata share of the assets of the Corporation legally available for distribution determined on an as-converted to Common Stock basis based on the Conversion Ratio at the time in effect for the Series A Preferred Stock and number of other shares of Common Stock then outstanding.

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.

3 "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.

4 "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.

Note: Series B Preferred Stock. Series B Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock"), have no subscription, redemption, sinking fund or conversion rights. Each holder of outstanding shares of Series B Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Series B Preferred Stock held by such holder as of the record date for determining stockholders entitled to vote on such matter; with each share casting a vote equal to: the quotient of the sum of all outstanding shares of common stock together with any and all other securities of the Company that provide for voting on an "as converted" basis, divided by 0.99. The Company may not authorize any additional shares of Series B Preferred Stock or authorize and designate any other Class or Series of Preferred Stock that have Voting Rights in pari passu with or greater than the Voting Rights accorded to the holders of the Company's Series B Preferred Stock. Except as provided by law or by the other provisions of the Articles of Incorporation, holders of Series B Preferred Stock shall vote together with the holders of Common Stock as a single class. If the Company shall at any time or from time to time after the Series B Preferred Stock Original Issue Date (as defined below) effect a subdivision or stock dividend with respect to its outstanding capital stock. the Series B Preferred Stock votes per share in effect immediately before that subdivision shall be proportionately decreased so that the number of votes remain constant. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective. "Series B Original Issue Date" means the date on which the first share of Series B Preferred Stock was issued. If there shall occur any reorganization. recapitalization, reclassification, consolidation or merger involving the Company in which the capital stock is converted into or exchanged for securities, cash or other property, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series B Preferred Stock shall thereafter be convertible into a kind and amount of securities that are substantially the same as the shares of Series B Preferred Stock; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions with respect to the rights and interests thereafter of the holders of the Series B Preferred Stock, to the end that the provisions set forth in the applicable provisions be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series B Preferred Stock. Except for as mentioned herein, holders of Series B Preferred Stock shall have no other rights, privileges or preferences.

Note: Series C Convertible Preferred Stock. Series C Convertible Preferred Stock, par value $0.0001 per share (the "Series C Preferred Stock"), have no subscription, redemption or sinking fund rights. In the event of any voluntary or involuntary, liquidation, dissolution or winding-up of the Company, the holders of the Series C Preferred Stock shall be entitled to receive in cash out of the assets of the Company, whether from capital or from earnings, available for distribution to its stockholders, their pro rata share of the funds available for distribution on an "as converted" basis with the holders of common stock; and the holders of the Series C Preferred Stock and common stock together shall share ratably based upon the holder's percentage of ownership, without regard to par value or any other measure. Each share of the Series C Preferred Stock shall be convertible into fully paid non-assessable shares of the Company's Common Stock provided that there are a sufficient number of shares of the Company's Common Stock authorized and unissued that are available for issuance; the Company's Board shall use its best efforts to increase the number of authorized shares to allow all issued and outstanding shares of the Series C Preferred Stock to convert into shares of the Company's Common Stock. The Series C Preferred Stock shall convert at the option of the Company or the Holder at anytime there are a sufficient number of common shares available for issuance, following a reverse split of the Company's Common Stock and the concurrent increase in authorized shares back to its pre-split number. Each share of the Series C Preferred Stock shall be convertible into one thousand (1,000) shares of the Company's fully paid non-assessable Common Stock,. The holders of the Series C Preferred Stock shall have voting rights, as required by applicable laws and regulations and in addition, shall vote with the holders of the Corporation's Common Stock on

5 "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.

6 "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.

an "as converted" basis. The holders of the Series C Preferred Stock shall be entitled to receive, out of funds legally available therefor, dividends payable on an "as converted" basis, in pari passu with the holders of the Company's Common Stock and (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), and no more. Such dividends, payable in preference and priority to any payment of any cash dividend on Common Stock or any other shares of capital stock of the Company other than the Series C Preferred Stock or other class or series of stock ranking on a par with, or senior to the Series C Preferred Stock in respect of dividends (such Common Stock and other inferior stock being collectively referred to as "Junior Stock"), when and as declared by the Board of Directors.

Transfer Agent

Name: American Stock Transfer & Trust Company, LLC Phone: (800) 937-5449

Email:help@astfinancial.com Address: 6201 15th Ave

Brooklyn, NY 11219

Is the Transfer Agent registered under the Exchange Act?7 Yes: ☒

No: ☐

Item 3. Issuance History

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: ☒

7 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

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