Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Discovery Minerals LTD.
A Wyoming Corporation
429 W. Plumb Lane, Reno NV 89509
(310)822-0207
www.discoveryminerals.com
Company Email:
SIC #1000
Annual Report
For the Period Ending: September 30, 2021
Amended February 25, 2022
(the "Reporting Period")
As of September 30, 2021, the number of shares outstanding of our Common Stock was: 7,437,913,081
As of June 30, 2021, the number of shares outstanding of our Common Stock was: 6,737,913,081
As of September 30, 2020,the number of shares outstanding of our Common Stock was: 6,031,913,081
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 23 |
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
Discovery Minerals Ltd. (July 19, 2012 to present)
Dhanoa Minerals Ltd. (Inception, July 11, 2005 to July 19, 2012)
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):
Current: Wyoming - Active
History: Incorporated as Dhanoa Minerals Ltd. in Nevada in July 11, 2005, name change to current name July 19, 2012, and redomiciled to Wyoming in June 2018.
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:
429 W. Plumb Lane, Reno NV 89509
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
2) | Security Information | ||
Trading symbol: | DSCR | ||
Exact title and class of securities outstanding: | Common Shares | ||
CUSIP: | 25470V109 | ||
Par or stated value: | $0.0001 | ||
Total shares authorized: | 10,000,000,000 as of date: 9/30/2021 | ||
Total shares outstanding: | 7,437,913,081 as of date: 9/30/2021 | ||
Number of shares in the Public Float2: | 1,540,871,578 as of date: 9/30/2021 | ||
Total number of shareholders of record: | 57 | as of date: 9/30/2021 |
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 2 of 23 |
All additional class(es) of publicly traded securities (if any):
Trading symbol: | DSCR | |||
Exact title and class of securities outstanding: | Preferred | |||
CUSIP: | N/A | |||
Par or stated value: | $0.001 | |||
Total shares authorized: | 3,000,000 | as of date: 9/30/2021 | ||
Total shares outstanding: | 232,752 | as of date: 9/30/2021 | ||
Transfer Agent | ||||
Name: | Pacific Stock Transfer Company | |||
Address: 6725 Via Austin Pkwy, Suite 300 Las Vegas, NV 89119 | ||||
Phone: | (702) 361-3033 | |||
Email: | info@pacificstocktransfer.com | |||
Is the Transfer Agent registered under the Exchange Act?3 | Yes: ☒ | No: ☐ |
- Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐
Number of | Opening Balance: | ||||||||
Shares | *Right-click the rows below and select "Insert" to add rows as needed. | ||||||||
outstanding as of | Common: 5,906,913,081 | ||||||||
September 30, | Preferred: 232,752 | ||||||||
2019 | |||||||||
Date of | Transaction | Number of | Class of | Value of | Were The | Individual/ | Reason for | Restricted or | Exemption |
shares | share | ||||||||
Transaction | type (e.g. | Shares Issued | Securities | shares | issued at a | Entity Shares | issuance (e.g. | Unrestricted | or |
discount to | for | as | |||||||
new | (or cancelled) | issued | market price | were issued to | cash or debt | of this filing? | Registration | ||
issuance, | ($/per | at the time | (entities must | conversion) | Type? | ||||
of issuance ? | |||||||||
OR | |||||||||
cancellation | share) at | (Yes/ | have individual | Nature of | |||||
No) | |||||||||
, shares | Issuance | with voting / | Services | ||||||
returned to | investment | Provided (if | |||||||
treasury) | control | applicable) | |||||||
disclosed). | |||||||||
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 3 of 23 |
07/08/2020 | New | 100,000,000 | Common | $0.000 | Yes | Girvan | Director | Restricted | None |
Issuance | 2 | Jackso | Service | ||||||
n | s | ||||||||
07/08/2020 | New | 25,000,000 | Common | $0.000 | Yes | William | Director | Restricted | None |
Issuance | 2 | McNere | Service | ||||||
ny | |||||||||
s | |||||||||
1/1/2021 | New | 568,000,000 | Common | $0.001 | yes | ARFS | Note | Unrestrict | 4(a)1 |
Issuance | Trading | Conver | ed | ||||||
LLC | |||||||||
sion | |||||||||
(Osman | |||||||||
Yasar is | |||||||||
control | |||||||||
person) | |||||||||
4/5/2021 | New | 50,000,000 | Common | $0.000 | yes | Alt 5 Sigma | Consulting | Restricted | None |
(Brian Scott is | Services | ||||||||
Issuance | 1 | the control | |||||||
person) | |||||||||
4/15/2021 | New | 8,000,000 | Common | $0001 | yes | David | Note | Restricted | None |
Issuance | Stanton | Conver | |||||||
sion | |||||||||
5/27/2021 | New | 20,000,000 | Common | $0.000 | yes | David | Note | Restricted | None |
Issuance | 1 | Sinclair | Conver | ||||||
sion | |||||||||
5/27/2021 | New | 60,000,000 | Common | $0.000 | yes | Craig | Note | Restricted | None |
Issuance | 1 | Jackson | Conver | ||||||
sion | |||||||||
8/2/2021 | New | 100,000,000 | Common | $0.000 | yes | Waterberg | Consulting | Restricted | None |
Ltd of | |||||||||
Issuance | 1 | Services | |||||||
Lancashire, | |||||||||
UK (David | |||||||||
Stanton is | |||||||||
the control | |||||||||
person) | |||||||||
8/26/2021 | New | 600,000,000 | Common | $0.000 | yes | Russell | Note | Restricted | None |
Issuance | 1 | Smith | Conversion | ||||||
Shares | Ending Balance: | ||||||||
Outstanding on | |||||||||
September | Common: 7,437,913,081 | ||||||||
Preferred: 232,752 | |||||||||
30, 2021: | |||||||||
Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended September 30, 2021, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2019 through September 30, 2021 pursuant to the tabular format above.
Use the space below to provide any additional details, including footnotes to the table above:
N/A
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 4 of 23 |
B. Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☐
Date of | Outstanding | Principal | Interest | Maturity | Conversion Terms (e.g. pricing | Name of | Reason for |
Note | Balance ($) | Amount at | Accrued | Date | mechanism for determining | Noteholder | Issuance (e.g. |
Issuance | Issuance | ($) | conversion of instrument to | (entities must | Loan, Services, | ||
($) | shares) | have individual | etc.) | ||||
with voting / | |||||||
investment | |||||||
control | |||||||
disclosed). | |||||||
03/22/2021 | $43,200 | $43,200 | $0 | 3/22/2022 | Converts at $0.001 | Edwin Winfield | Loan |
03/22/2021 | $64,800 | $64,800 | $0 | 3/22/2022 | Converts at $0.001 | BHP Capital (Bryan | Loan |
Pantofel-control | |||||||
person) | |||||||
04/14/2021 | $35,000 | $35,000 | $0 | 04/14/2022 | Converts at $0.001 | Edwin Winfield | Loan |
06/11/2021 | $55,000 | $55,000 | $0 | 06/11/2021 | Converts at $0.001 | Alt 5 Sigma (Brian | Loan |
Scott is control | |||||||
person) | |||||||
Use the space below to provide any additional details, including footnotes to the table above:
N/A
- Financial Statements
A. The following financial statements were prepared in accordance with:
☒ U.S. GAAP ☐ IFRS
- The financial statements for this reporting period were prepared by (name of individual)4:
Name: | Michael Handelman |
Title: | CPA (inactive) |
Relationship to Issuer: | Consultant |
Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.
- Balance Sheet;
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.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 5 of 23 |
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Discovery Minerals Ltd. published this content on 28 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 February 2022 19:22:32 UTC.