INTERRA RESOURCES CORP Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
InTerra Resources Corp.
370 Amapola Ave., Suite 200-A Torrance, CA 90501
_______________________________
424-358-1046
invest@cbdxfund.com
1000
QuarterlyReport
For the Period Ending: 06/30/2022
(the "Reporting Period")
As of 06/30/2022, the number of shares outstanding of our Common Stock was: | 309,104,700. |
As of 03/31/2022, the number of shares outstanding of our Common Stock was: | 9,104,700. |
As of 12/31/2021, the number of shares outstanding of our Common Stock was: | 19,104,700. |
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: ☒ |
- Name and address(es) of the issuer and its predecessors (if any)
- "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 February 2021) | Page 22 of 22 |
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.
The name of issuer is InTerra Resources Corp. The Company was originally incorporated as Argent Investments, Inc. on October 29, 1998. On August 16, 2004, the Company changed its name to China Resources Group, Ltd. On October 20, 2006, the Company changed its name to InTerra Resources Corp.
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):
The issuer was incorporated under the laws of the state of Nevada on October 29, 1998, and is headquartered in Torrance, CA 90501.
The issuer is incorporated in the State of Nevada in good standing and "Active".
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
N/A
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
As of the date this report was filed, the Company has engaged legal counsel in the State of Nevada to review the shareholder list and identify any outstanding common stock issued in certificate form that might possibly be eliminated. The Company will take appropriate action based on the results of the review.
The Company plans to acquire an operating company via reverse merger in the 1st quarter of 2022. The operating company and terms of a transaction have not yet been determined.
The address(es) of the issuer's principal executive office:
InTerra Resources Corp.
370 Amapola Ave., Suite 200-A Torrance, CA 90501
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: ☒
InTerra Resources Corp.
370 Amapola Ave., Suite 200-A Torrance, CA 90501
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:
On June 17, 2021, Alpharidge Capital, LLC, a shareholder of the Company, served a demand to the Company, at last address of record, to comply with the Nevada Secretary of State statues N.R.S. 78.710 and N.R.S. 78.150. On July 1, 2021, a petition was filed against the Company in the District Court of Clark County, Nevada, entitled "In the Matter of INTERRA RESOURCES CORP., a Nevada corporation" under case number A-21-837290-B by Alpharidge Capital, LLC,
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3 February 2021) | Page 22 of 22 |
along with an Application for Appointment of Custodian, after several attempts to get prior management to revive the Company's Nevada charter, which had been dissolved.
On August 06, 2021, the District Court of Clark County, Nevada entered an Order Granting Application for Appointment of Alpharidge Capital, LLC (the "Order"), as Custodian of the Company. Pursuant to the Order, the Alpharidge Capital, LLC (the "Custodian") has the authority to take any actions on behalf of the Company, that are reasonable, prudent or for the benefit of pursuant to, including, but not limited to, issuing shares of stock and issuing new classes of stock, as well as entering in contracts on behalf of the Company. In addition, the Custodian, pursuant to the Order, is required to meet the requirements under the Nevada charter.
2) Security Information | ||
Trading symbol: | ITRX | |
Exact title and class of securities outstanding: Common Stock | ||
CUSIP: | 460707102 | |
Par or stated value: | 0.001 | |
Total shares authorized: | 490,000,000 | as of date: 06/30/2022 |
Total shares outstanding: | 309,104,700 | as of date: 06/30/2022 |
Number of shares in the Public Float2: | 9,004,700. | as of date: 06/30/2022 |
Total number of shareholders of record: | 60 | as of date: 06/30/2022 |
All additional class(es) of publicly traded securities (if any):
Trading symbol:N/A
Exact title and class of securities outstanding: Series A Convertible Preferred Stock
CUSIP: | N/A | |
Par or stated value: | N/A | |
Total shares authorized: | 1,000,000 | as of date: 06/30/2022 |
Total shares outstanding: | 5.000 | as of date: 06/30/2022 |
Transfer Agent | ||
Firm Name: | Securities Transfer Corporation | |
Address: | 15500 Roosevelt Blvd, Suite 104, Clearwater, Florida 33760 | |
Contact Name: | David Lopez | |
Email: | dlopez@stctransfer.com; dzheng@stctransfer.com | |
Phone Number: | (469) 633-0101 | |
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒ | No: ☐ |
- Issuance History
- "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.
- 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 February 2021) | Page 22 of 22 |
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 issuance 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: | *Right-click the rows below and select "Insert" to add rows as needed. |
Opening Balance |
Date 12/31/2020 | Common: 19,104,700 | |||||||||
Preferred: 0 | ||||||||||
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ Entity | Reason for share | Restricted or | Exemption | |
Transaction | type (e.g. | Shares | Securities | shares | shares | Shares were | issuance (e.g. for | Unrestricted | or | |
new | Issued (or | issued | issued at | issued to | cash or debt | as of this | Registration | |||
issuance, | canceled) | ($/per | a discount | (entities must | conversion) | filing. | Type. | |||
cancellation, | share) at | to market | have individual | -OR- | ||||||
shares | Issuance | price at | with voting / | Nature of | ||||||
returned to | the time | investment | Services | |||||||
treasury) | of | control | Provided | |||||||
issuance? | disclosed). | |||||||||
(Yes/No) | ||||||||||
8/06/2021 | New | 5 | Series A | $2,000 | No | Community | Operating | Restricted | Rule 144 | |
Issuance | Preferred | Economic | Capital | |||||||
Development | ||||||||||
Capital, LLC. | ||||||||||
(Frank I | ||||||||||
Igwealor, | ||||||||||
CEO) | ||||||||||
3/10/2022 | Cancellatio | (10,000,0 | Commo | Court | Court | Court Order | Court Order | Court | Court | |
n | 00) | n | Order | Order | Order | Order | ||||
5/25/2022 | New | 100,000, | Commo | Servic | no | Robert E | Services | Restricted | Rule 144 | |
Issuance | 000 | n | es | Altermatt | Rendered | |||||
Rende | ||||||||||
red | ||||||||||
OTC Markets Group Inc. | ||||||||||
OTC Pink Basic Disclosure Guidelines (v3 February 2021) | Page 22 of 22 |
5/25/2022 | New | 100,000, | Commo | Servic | no | Chanda | Services | Restricted | Rule 144 | ||
Issuance | 000 | n | es | Zaveri | Rendered | ||||||
Rende | |||||||||||
red | |||||||||||
5/25/2022 | New | 100,000, | Commo | Servic | no | Frank I | Services | Restricted | Rule 144 | ||
Issuance | 000 | n | es | Igwealor | Rendered | ||||||
Rende | |||||||||||
red |
Shares Outstanding on Date of This Report:
Ending Balance
Ending Balance:
Date 06/30/2022 Common: 309,104,700
Preferred: 5
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:
On August 06, 2021, pursuant to a Securities Purchase Agreement (SPA) the Custodian granted to Community Economic Development Capital, LLC. (CED Capital), a company that is controlled by Mr. Frank I Igwealor, five (5) shares of Special 2021 Series A Preferred Stock in exchange for $10,000. The Special 2021 Series A Preferred Stock has super votes of the Company's total voting shares of all classes of stock. Each one (1) of the Special 2021 Series A Preferred Stock is convertible into 200,000,000 shares of the Company's common stock. The Company used the proceeds from the sale to partly fund the reinstatement of the Company with the State of Nevada, settlement of the Stock Transfer Agent's balance. CED Capital also undertook to make all reasonable efforts to provide adequate current public information to meet the requirements under the Securities Act of 1933.
On May 25, 2022, the Company issued 300 million shares of its Common stock as hire-on compensation to three members of Helica, LLC in exchange for a merger with Helica, LLC.
B. Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☐
Date of | Outstanding | Principal | Interest | Maturity | Conversion Terms (e.g. | Name of Noteholder | Reason for | ||
Note | Balance ($) | 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). | ||||||||
OTC Markets Group Inc. | |||||||||
OTC Pink Basic Disclosure Guidelines (v3 February 2021) | Page 22 of 22 |
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Interra Resources Corp. published this content on 27 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 August 2022 18:18:36 UTC.
