XTREME ONE ENTERTAINMENT, INC. Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
CANNAGROW HOLDINGS, INC.
A Delaware Corporation
1836 O'Neal Ave.
Pueblo, Colorado 81003
Telephone: (702-334-3018)
Https://www.cannagrowholdings.cominfo@cannagrowholdings.com
SIC Code: 7389
Annual Report
For Period Ending: December 31, 2021
(the "Reporting Period")
As of December 31, 2021, the number of shares outstanding of our Common and Preferred stock was:
Common: 102,073,434
Preferred: 52,185,000
As of September 30, 2021, the number of shares outstanding of our Common and Preferred Stock was:
Common: 102,073,434
Preferred: 52,185,000
As of December 31, 2020, the number of shares outstanding of our Common and Preferred Stock was:
Common: 102,073,434
Preferred: 52,185,000
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:
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.
Yes: ☐ No: ☒
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.
Name of issuer:
CannaGrow Holdings, Inc.
Predecessors:
Topper's Brick Oven Pizza, Inc., --- Name effective on May 5, 1995
Famous Food Group, Inc., ---Name change effective on February 21, 2003
Kootenai Corp.---Name change effective on June 22, 2006
BizAuctions, Inc.---Name change effective on August 3, 2006
CannaGrow Holdings, Inc.---Name change effective on November 1, 2014
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):
Date of Incorporation is May 5, 1995
State of Incorporation is Delaware
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:
None
(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.
The address(es) of the issuer's principal executive office:
1836 O'Neal Ave.
Pueblo, CO 81003
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: ☒
The Company is currently utilizing this space on an interim basis until a suitable office space is located.
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: | CGRW |
Exact title and class of securities outstanding: | Authorized Common Shares: 300,000,000 shares, |
Authorized Preferred Shares: 150,000,000 shares | |
CUSIP: | 13765E 107 |
Par or stated value: | Par Value of Common Shares: $0.001 |
Par Value of Preferred Shares: $0.001 | |
Total shares authorized: | Common shares: 300,000,000 as of date: 12/31/21 |
Preferred shares: 150,000,000 as of date: 12/31/21 | |
Total shares outstanding: | Common shares: 102,073,434 as of date: 12/31/21 |
Preferred shares: 52,185,000 as of date: 12/31/21 | |
Number of shares in the Public Float2: | 25,000,000 as of date: 12/31/2021 |
Total number of shareholders of record: | 490 as of date: 12/31/2021 |
All additional class(es) of publicly traded securities (if any): N/A
Trading symbol:
Exact title and class of securities outstanding: CUSIP:
Par or stated value:
Total shares authorized: Total shares outstanding:as of date: as of date:
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.
Transfer Agent
Name: Issuer Direct Corporation, formerly Interwest Transfer Company Phone: :801-272-9294
Email:julia@issuerdirectcorporation.com Address: 1981 Murray-Holiday Rd.
Suite 100
Salt Lake City, Utah 84117
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.
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 12/31/20 Common: 102,073,434 Preferred: 52,585,000 | *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) | Cla ss of Sec uriti es | Value of shares issued ($/per share) at Issuance | 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. |
3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
Shares Outstanding on Date of This Report:
Ending Balance
Date 12/31/21 Common: 102,073,434 P referred: 52, 585,000
Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended September 30, 2020, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2018 through September 30, 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: ☒
The accredited investors cancelled all outstanding convertible promissory notes and accrued interests during the 4th Qtr. of 2021. For additional information, please see the annual report for December 31, 2021 under Note G-Notes Payable and Note L-Other Matters filed with OTC Markets athttp://www.otckmarkets.com.
Date of | Outstanding | Principal | Interest | Maturity | Reason |
Note | Balance as of | Amount at | Accrued | Date | for |
Issuance | Issuance | Issuance |
Name of Note Holder
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 | |
B. | The financial statements for this reporting period were prepared by (name of individual)4: |
Name: | Brent Crouch |
Title: | Advisory CFO |
Relationship to Issuer: | Advisory CFO |
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.
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Cannagrow Holdings Inc. published this content on 14 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 April 2022 21:18:41 UTC.
