FULL ALLIANCE GROUP, INC. Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Full Alliance Group, Inc.
74710 Highway 111, Suite 102, Palm Desert, CA 92260
732 - 915 - 0960
fullalliance-group.com
info@fullalliance-group.com
809 - Miscellaneous Health and Allied Services
AnnualReport
For the Period Ending:12/31/2021
(the "Reporting Period")
As of December 31, 2021, the number of shares outstanding of our Common Stock was: 102,410,711
As of September 30, 2021, the number of shares outstanding of our Common Stock was: 102,410,711
As of June 30, 2021, the number of shares outstanding of our Common Stock was: 102,410,711
As of March 31, 2021, the number of shares outstanding of our Common Stock was: 97,543,301
As of December 31, 2020, the number of shares outstanding of our Common Stock was: 97,543,301
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.
- Name and address(es) of the issuer and its predecessors (if any)
FULL ALLIANCE GROUP, INC.
Full Alliance Group, Inc. (fka Beverly Hills Group, Inc.) ("the Company") was incorporated in the State of Nevada on March 2, 2000 as The Motion Picture Hall of Fame, Inc., symbol (OTCPK: MHFM), and on June 5, 2014 the Company did a name change to Beverly Hills Group, Inc., and a symbol change to (OTCPK: BHGI), and on April 12, 2017 the Company did a name change to FULL ALLIANCE GROUP, INC., and a symbol change to (OTCPK: FAGI).
On March 2, 2000, The Motion Picture Hall of Fame, Inc., was incorporated in the State of Nevada and on June 5, 2014 the Company did a name change to Beverly Hills Group, Inc., and on April 12, 2017 the Company did a name change to
FULL ALLIANCE GROUP, INC.
Full Alliance Group, Inc., is currently active in the State of Nevada.
Full Alliance Group, Inc., and neither of its predecessors Beverly Hills Group, Inc., and The Motion Picture Hall of Fame, Inc., have had any trading suspension orders issued by the SEC concerning the issuer since inception.
On March 2, 2000, The Motion Picture Hall of Fame, Inc., was incorporated, and the total authorized capital stock of the corporation was 50,000,000 shares of common stock with each share having a par value of $0.0001.
On June 25, 2013, the Company approved an amendment to its articles of incorporation to increase the authorized shares of common stock from 50,000,000 shares to 150,000,000 shares of common stock, each share having a par value of $0.0001.
On June 5, 2014, the Company approved an amendment to its articles of incorporation to increase the authorized shares of common stock from 150,000,000 shares to 300,000,000 shares of common stock, each share having a par value of $0.001 and issue two classes of preferred shares: Preferred Class A and Preferred Class B, each class with 25,000,000 shares with each share bearing a par value of $0.001, each share bearing voting rights 1 to 10, and each share bearing conversion 1 to 5 into common shares once issued.
On July 8, 2014, the Company effected a 1-for-30 reverse stock split of its issued and outstanding shares of common stock. The par value and number of authorized shares of the common stock remained unchanged. All references in the accompanying financial statements as to the Company's equity structure and to the number of shares outstanding and per-share amounts have been restated to reflect in the indicated amendment to the articles of incorporation and to the 1:30 reverse stock split.
On October 1, 2014, the Company approved an amendment to its articles of incorporation to increase the authorized common and preferred shares from 300,000,000 common shares to 500,000,000 common shares. This amendment has not been filed with the Nevada Secretary of State; therefore, it is not effected as of December 31, 2021.
On October 17, 2016, the Company effected a 1-for-100 reverse stock split of its issued and outstanding shares of common stock. The par value and number of authorized shares of the common stock remained unchanged. All references in the accompanying financial statements as to the Company's equity structure and to the number of shares outstanding and per-share amounts have been restated to reflect in the indicated amendment to the articles of incorporation and to the 1:100 reverse stock split.
On February 1, 2019, the Company filed with the Nevada Secretary of State it's amendment to its articles of incorporation to increase the authorized common and preferred shares from 300,000,000 common shares to 550,000,000 common shares, including the 50,000,000 preferred shares previously authorized.
The address(es) of the issuer's principal executive office:
74710 Highway 111, Suite 102, Palm Desert, CA 92260
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:
None
2) | Security Information | ||
Trading symbol: | FAGI | ||
Exact title and class of securities outstanding: | Common Stock | ||
CUSIP: | 35968K 101 | ||
Par or stated value: | $0.001 | ||
Total shares authorized: | 500,000,000as of date: December 31, 2021 | ||
Total shares outstanding: | 102,410,711 | as of date: December 31, 2021 | |
Number of shares in the Public Float2: | 53,860,269 | as of date: December 31, 2021 | |
Total number of shareholders of record: | 327 | as of date: December 31, 2021 |
All additional class(es) of publicly traded securities (if any):
Trading symbol: | NONE | |
Exact title and class of securities outstanding: | Preferred Shares | |
CUSIP: | NONE | |
Par or stated value: | $0.001 | |
Total shares authorized: | 50,000,000 | as of date: December 31, 2021 |
Total shares outstanding: | 50,000,000 | as of date: December 31, 2021 |
Transfer Agent
Name: INTERWEST TRANSFER CO., INC. / ISSUER DIRECT CORPORATION
Address: 1981 MURRAY HOLLADAY RD, SALT LAKE CITY, UT 84117
Phone: 801-272-9294
Email: julie.felix@issuerdirect.com
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒ | No: ☐ |
- Issuance History
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐
Shares Outstanding as of Second Most Recent | |||||||||
Fiscal Year End: | |||||||||
Opening Balance | |||||||||
Date January 1, 2019Common: 59,343,301 | |||||||||
Preferred: 25,000,000 | |||||||||
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ Entity | Reason for share | Restricted or | Exemption |
Transaction | type (e.g. new | Shares | Securities | shares | shares | Shares were | issuance (e.g. for | Unrestricted | or |
issuance, | Issued (or | issued | issued at | issued to | cash or debt | as of this | Registration | ||
cancellation, | cancelled) | ($/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) | |||||||||
February 27, 2019 | new issuance | 4,100,000 | common | $0.0025 | yes | Global Force | Note conversion | Unrestricted | 144 |
Trading Limited | |||||||||
(Le Thank) | |||||||||
March 6, 2019 | new issuance | 25,000,000 | preferred | $0.001 | yes | Louie G. Yu | Investment | Restricted | 144 |
March 31, 2019 | new issuance | 5,000,000 | common | $0.001 | yes | Louie G. Yu | Investment | Restricted | 144 |
July 16, 2019 | new issuance | 5,000,000 | common | $0.003 | yes | Jonathan Moyle | Note conversion | Unrestricted | 144 |
Nov 11, 2019 | new issuance | 7,000,000 | common | $0.001 | yes | Joel Casoria | Consulting | Restricted | 144 |
Nov 22, 2019 | new issuance | 7,000,000 | common | $0.0025 | yes | Infinity Fund Two | Note conversion | Unrestricted | 144 |
LLC/Jesse | |||||||||
Saviano | |||||||||
Nov 22, 2019 | new issuance | 100,000 | common | $0.0025 | yes | Cabo FTL | Note conversion | Unrestricted | 144 |
Systems | |||||||||
LC/Hans Brost | |||||||||
Mar 19, 2020 | new issuance | 500,000 | common | $0.001 | yes | Gabriel Hunt | Advisory Shares | Restricted | 144 |
Mar 19, 2020 | new issuance | 2,000,000 | common | $0.001 | yes | Tamir Sida | Investment | Restricted | 144 |
Mar 19, 2020 | new issuance | 500,000 | common | $0.001 | yes | Nissim M Edri | Advisory Shares | Restricted | 144 |
Mar 19, 2020 | new issuance | 500,000 | common | $0.001 | yes | Kena Galvan | Advisory Shares | Restricted | 144 |
Mar 19, 2020 | new issuance | 1,000,000 | common | $0.001 | yes | Matthew Cook | Advisory Shares | Restricted | 144 |
Mar 19, 2020 | new issuance | 1,000,000 | common | $0.001 | yes | Matthew Cook | Advisory Shares | Restricted | 144 |
Mar 19, 2020 | new issuance | 500,000 | common | $0.001 | yes | Christine Collins | Advisory Shares | Restricted | 144 |
Mar 19, 2020 | new issuance | 500,000 | common | $0.001 | yes | Samedyar I. | Advisory Shares | Restricted | 144 |
Durrani | |||||||||
Mar 19, 2020 | new issuance | 500,000 | common | $0.001 | yes | Rick A. Low | Advisory Shares | Restricted | 144 |
Mar 19, 2020 | new issuance | 500,000 | common | $0.001 | yes | William Eidelman | Advisory Shares | Restricted | 144 |
Mar 19, 2020 | new issuance | 500,000 | common | $0.001 | yes | Leonid Macheret | Advisory Shares | Restricted | 144 |
Mar 19, 2020 | new issuance | 500,000 | common | $0.001 | yes | Alexander Ahn | Advisory Shares | Restricted | 144 |
Mar 19, 2020 | new issuance | 500,000 | common | $0.001 | yes | Joseph R. Purita | Advisory Shares | Restricted | 144 |
Mar 19, 2020 | new issuance | 500,000 | common | $0.001 | yes | Heather Suzanne | Advisory Shares | Restricted | 144 |
Volpp | |||||||||
Mar 19, 2020 | new issuance | 500,000 | common | $0.001 | yes | Sasha Bunyak | Advisory Shares | Restricted | 144 |
May 25, 2021 | new issuance | 4,867,410 | common | $0.0025 | yes | Pinnacle Consulting | Note conversion | Unrestricted | 144 |
Services, Inc. | |||||||||
(Robert Hymers) | |||||||||
Shares Outstanding on Date of This Report: | |||||||||
Ending Balance: | |||||||||
Date December 31, 2021 | |||||||||
Common: 102,410,711 | |||||||||
Preferred: 50,000,000 | |||||||||
Use the space below to provide any additional details, including footnotes to the table above:
See Notes to the Financial Statements
B. Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☐
Date of | Outstanding | Principal | Interest | Maturity | Conversion Terms (e.g. | Name of Noteholder | Reason for |
Note | Balance ($) | 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). | ||||||
April 1, 2014 | $159,323.29 | $335,850.00 | $93,796.92 | March | conversion price of two and one | Global Force Trading | Convertible Note |
31,2023 | half tenths of a Cent ($0.0025) per | Limited (Le Thank) | |||||
share | |||||||
July 1, 2019 | $28,500.00 | $28,500.00 | July 1, | conversion price of two and one | Ryan Gresham | Convertible Note | |
2024 | half tenths of a Cent ($0.0025) per | ||||||
share | |||||||
July 1, 2019 | $25,000.00 | $25,000.00 | July 1, | conversion price of two and one | Paul Brian Volpp | Convertible Note | |
2024 | half tenths of a Cent ($0.0025) per | ||||||
share | |||||||
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Full Alliance Group Inc. published this content on 21 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 March 2022 18:28:05 UTC.
