CAL BAY INTERNATIONAL, INC. Disclosure Statement Pursuant to the Pink Basic Disclosure
Guidelines
CAL-BAY INTERNATIONAL, INC.
1887 Whitney Mesa Drive, #2127
Henderson, NV 89014 _______________________________
(877) 372-0716 CBYINTLl.cominfo@cbyintl.comSic code: 5963
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: 5,341,713,272
As of September 30, 2021, the number of shares outstanding of our Common Stock was: 5,099,862,724
As of December 31, 2020, the number of shares outstanding of our Common Stock was: 5,099,862,724
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.
1)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.
CAL-BAY INTERNATIONAL, 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):
NEVADA (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:
None
The address(es) of the issuer's principal executive office:
1887 Whitney Mesa Drive, #2127
Henderson, NV 89014
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: ☒
Same
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:
NA
2)Security Information
Trading symbol: | CBYI |
Exact title and class of securities outstanding: | Common |
CUSIP: | 12802P307 |
Par or stated value: | .001 |
Total shares authorized: | 11,000,000,000 as of date: December 31, 2021 |
Total shares outstanding: | 5,341,713,272 as of date: December 31, 2021 |
Number of shares in the Public Float2: | 3,056,836,763 as of date: December 31, 2021 |
as of date: December 31, 2021 | ||
Trading symbol: | CBYI | |
Exact title and class of securities outstanding: | Preferred A | |
CUSIP: | ||
Par or stated value: | .001 | |
Total shares authorized: | 55,000,000 | as of date: December 31, 2021 |
Total shares outstanding: | 48,214,584 | as of date: December 31, 2021 |
Trading symbol: | CBYI | |
Exact title and class of securities outstanding: | Preferred B | |
CUSIP: | ||
Par or stated value: | .001 | |
Total shares authorized: | 4,000,000 | as of date: December 31, 2021 |
Total shares outstanding: | None Issued | as of date: December 31, 2021 |
Trading symbol: | CBYI | |
Exact title and class of securities outstanding: | Preferred C | |
CUSIP: | ||
Par or stated value: | .001 | |
Total shares authorized: | 4,000,000 | as of date: December 31, 2021 |
Total shares outstanding: | 2,901,358 | as of date: December 31, 2021 |
Transfer Agent |
Total number of shareholders of record:
212
:
All additional class(es) of publicly traded securities (if any):
Name: | Pacific Stock Transfer |
Phone: | 800-785-7787 |
Email: | info@pacifictstocktransfer.com |
Address: | 6725 Via Austi Pkwy Ste. 300, Las Vegas, NV 89119 |
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒
No: ☐
3)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.
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 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
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 Date December 31, 2019 Common: 5,099,862,724 Preferred A: 48,214,584 Preferred B: None Issued Preferred C: 2,901,358 | *Right-click the rows below and select "Insert" to add rows as needed. | ||||||||
Date of Transaction | Transaction type (e.g. new issuance, cancellation, shares returned to treasury) | Number of Shares Issued (or cancelled) | Class of Securities | Value of shares issued ($/per share) at Issuanc e | Were the shares issued at a discount to market price at the time of issuance ? (Yes/No) | Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed). | Reason for share issuance (e.g. for cash or debt conversion) -OR-Nature of Services Provided | Restricted or Unrestricted as of this filing. | Exemption or Registration Type. |
11/10/21 | New | 241,850,548 | Common | 24,185 | yes | Roger Pawson | Conversion | U | 4(a)(2) |
Shares Outstanding as of Date of This Report: Date December 31, 2021 Common: 5,341,713,272 Preferred A: 48,214,584 Preferred B: None Issued Preferred C: 2,901,358 |
Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended December 31, 2020, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January1, 2019 through December 31, 2020 pursuant to the tabular format above.
Use the space below to provide any additional details, including footnotes to the table above:
B. Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☐
Date of Note Issuance | Outstanding Balance ($) | Principal Amount at Issuance ($) | Interest Accrued ($) | Maturity Date | Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares) | Name of Noteholder (entities must have individual with voting / investment control disclosed). | Reason for Issuance (e.g. Loan, Services, etc.) |
11-15-2015 | 39,770 | 25,000 | 14,770 | 11-15-2016 | 50% or variable discount of lowest trading price of prior 20 days at date of issuance. | Tala Media Corporation CP:Hannah Grabowski | Account Payable conversion to note |
12-5-2015 | 39,139 | 25,000 | 14,139 | 12-5-2016 | 50% or variable discount of lowest trading price of prior 20 days at date of issuance. | For Your Information, Inc. CP-Stephanie Padilla | Loan conversion |
7-14-2020 | 48,632 | 40,000 | 8,632 | 7-14-20 | 50% or variable discount of lowest trading price of prior 20 days at date of issuance. | For Your Information, Inc. CP-Stephanie Padilla | Loan conversion |
6-15-19 | 90,058 | 80,000 | 10,058 | 6-15-20 | 50% or variable discount of lowest trading price of prior 20 days at date of issuance. | Roger Pawson | Note in lieu of payment for Corporate costs |
3-31-21 | 86,595 | 80,000 | 6,595 | 3-31-22 | 50% or variable discount of lowest trading price of prior 20 days at date of issuance | Roger Pawson | Note in lieu of payment for Corporate costs |
7-20-21 | 70,815 | 95,000 | 0 | 7-20-2022 | Note converts @.0001 | Roger Pawson | Loan |
11-02-21 | 95,768 | 95,000 | 768 | 11-2-22 | Note converts @ .0007 (5% interest) | EZ Equity CP-Graham Norris | Development agreement |
11-05-21 | 35,000 | 35,000 | 0 | 11-05-22 | Note converts @ .001 | Fadi Essa | Services |
11-30-21 | 90,613 | 90,000 | 613 | 11-30-22 | Note converts @ .0005 (8% interest) | EZ Equity CP-Graham Norris | Development agreement |
Use the space below to provide any additional details, including footnotes to the table above:
4)Financial Statements
A. The following financial statements were prepared in accordance with:
☒ U.S. GAAP
☐ IFRS
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Cal-Bay International Inc. published this content on 13 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 April 2022 20:54:24 UTC.
