POWERSTORM HOLDINGS, INC. Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Powerstorm Holdings, Inc.
8 The Green, STE B, Dover, Delaware, 19901, United States +13022039343
https://psto.info/
ampru2@psto.info
SIC CODE 4813
Quarterly Report
For the Period Ending: June 30, 2022
(the "Reporting Period")
As of June 30, 2022, the number of shares outstanding of our Common Stock was: 26,313,768;
As of March 31, 2022, the number of shares outstanding of our Common Stock was: 48,280,009;
As of December 31, 2021, the number of shares outstanding of our Common Stock was: 23,275,009;
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)
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;
- 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 12 |
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.
Since October 10, 2011
Powerstorm Capital Corp.
31244 Palos Verdes Dr. W, Ste. 245, Rancho Palos Verdes, CA, 90275-5370
Since Feb.25, 2015 - name change Powerstorm Holdings Inc.
8 The Green, STE B, Dover, Delaware, 19901
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):
Delaware - Active in good standing.
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:
- On August 09, 2021:The Form 15 Suspension of duty to report was filed with the SEC;
- On September 01, 2021:Pink Current Information updated status on the OTC Market;
- On September 30, 2021: Powerstorm Holdings Inc, purchased 100% of the private corporation, Northern Lights Impact Inc;
- On December 01, 2021:Powerstorm Holdings Inc purchased 100% of the private Dutch company Infinity Supply BV;
- On February 01, 2022: 5,000 restricted common shares were issued to 3rd party, for services rendered;
- On March 23, 2022:25,000,000 restricted common shares were issued related to the Infinity Supply BV purchase;
- On May 11, 2022: 110,812 restricted common shares were issued to 3rd party, for services rendered;
- On May 16, 2022: The Bylaws of the company were amended to 1 director;
- On May 25, 2022: 91,620 restricted common shares were issued to 3rd party, for services rendered;
- On May 26, 2022: 22,168,673 shares were redeemed back to the company due to the amendment of the Convertible Promissory Note related to the Infinity Supply BV transaction. Thus, the final total amount of shares related to this transaction is a total of 2,831,327.50 restricted common shares;
The address (es) of the issuer's principal executive office:
8 The Green, STE B, Dover, Delaware, 19901
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?
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 2 of 12 |
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: | PSTO | ||
Exact title and class of securities outstanding: | Common Stock | ||
CUSIP: | 73938H106 | ||
Par or stated value: | $0.001 | ||
Total shares authorized: | 300,000,000 | as of date: June 30, 2022 | |
Total shares outstanding: | 26,313,768 | as of date: June 30, 2022 | |
Number of shares in the Public Float2: | 1,363,991 | as of date: June 30, 2022 | |
Total number of shareholders of record: | 53 | as of date: June 30, 2022 |
All additional class(es) of publicly traded securities (if any):
Trading symbol: | |||||
Exact title and class of securities outstanding: | |||||
CUSIP: | |||||
Par or stated value: | |||||
Total shares authorized: | as of date: | ||||
Total shares outstanding: | as of date: | ||||
Transfer Agent | |||||
Name: | VStock Transfer, LLC | ||||
Phone: | (212) 828-8436 | ||||
Email: | jennifer@vstocktransfer.com | ||||
Address: | 18 Lafayette Place, Woodmere, NY 11598 | ||||
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.
- "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 (v3.1 June 24, 2021) | Page 3 of 12 |
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: | *Right-click the rows below and select "Insert" to add rows as needed. |
Opening Balance |
Date: | December 31, 2020 | |||||||||
Common. | 23,248,009 | |||||||||
Preferred: 0 | ||||||||||
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ | Reason for | Restricted or | Exemption or | |
Transaction | type (e.g. new | Shares Issued | Securities | shares | shares | Entity Shares | share issuance | Unrestricted | Registration Type. | |
issuance, | (or cancelled) | issued | issued at | were issued | (e.g. for cash | as of this | ||||
cancellation, | ($/per | a | to (entities | or debt | filing. | |||||
shares returned | share) at | discount | must have | conversion) | ||||||
to treasury) | Issuance | to market | individual | -OR- | ||||||
price at | with voting / | Nature of | ||||||||
the time | investment | Services | ||||||||
of | control | Provided | ||||||||
issuance? | disclosed). | |||||||||
(Yes/No) | ||||||||||
Dec.29, | New | 25,000 | Common | $0.50 | No | Loredana | Starting | Restricted | 4(a)(2) | |
2021 | issuance | shares | Gutiu | Bonus | ||||||
Dec.29, | New | 2,000 | Common | $0.50 | No | Cristiana | 3rd party | Restricted | 4(a)(2) | |
2021 | issuance | shares | Pruteanu | Services | ||||||
rendered | ||||||||||
Feb.01, | New | 5,000 | Common | $0.27 | No | Sherry Li | 3rd party | Restricted | 4(a)(2) | |
2022 | issuance | shares | Services | |||||||
rendered | ||||||||||
Mar.23, | New | 25,000,000 | Common | $0.002 | Yes | Stay True | Convertible | Restricted | 4(a)(2) | |
2022 | Issuance | shares | LLC | Promissory | ||||||
Note | ||||||||||
May 11, | New | 54,562 | Common | $0.32 | No | Loredana | CFO Bonus | Restricted | 4(a)(2) | |
2022 | issuance | shares | Gutiu | batch 1 | ||||||
May 11, | New | 28,125 | Common | $0.32 | No | Richard | 3rd party | Restricted | 4(a)(2) | |
2022 | issuance | shares | Bolko | Services | ||||||
rendered | ||||||||||
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 4 of 12 |
May 11, | New | 28,125 | Common | $0.32 | No | Huub | 3rd party | Restricted | 4(a)(2) | ||
2022 | issuance | shares | Vijverberg | Services | |||||||
rendered | |||||||||||
May 25, | New | 68,182 | Common | $0.22 | Yes | Mark | 3rd party | Restricted | 4(a)(2) | ||
2022 | issuance | shares | Adelman | Services | |||||||
rendered | |||||||||||
May 25, | New | 23,438 | Common | $0.32 | No | Mark | 3rd party | Restricted | 4(a)(2) | ||
2022 | issuance | shares | Adelman | Services | |||||||
rendered | |||||||||||
May 26, | Redemption | 22,168,673 | Common | 0.00 | Yes | Stay True | Amended | Restricted | 4(a)(2) | ||
2022 | shares | LLC | Convertible | ||||||||
P.Note | |||||||||||
Shares Outstanding on Date of This Report: | |||||||||||
26,313,768. (1) | |||||||||||
Ending Balance: | |||||||||||
Date: | June 30, 2022 | ||||||||||
Common: 26,313,768 | |||||||||||
Preferred: 0 | |||||||||||
Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended June 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 June 30, 2021 pursuant to the tabular format above.
Use the space below to provide any additional details, including footnotes to the table above:
On March 23, 2022, 25,000,000 shares were issued to Stay True LLC, PSTO's majority shareholder, representing Part 1 (one) of the payment due by PSTO, related to the acquisition of Infinity Supply BV, made on December 1, 2021. The purchase price was $1,132,531.00 USD, equivalent to €1,001,000.00 EURO, as per the European Central Bank exchange ratio on Dec.01, 2021 of €1 EURO = $1.1314 USD. This was executed as a Convertible Promissory Note, with the entire principal being converted into shares of PSTO at a value representing $0.002 USD per share. The total amount of shares to be issued to the seller is 566,265,700 restricted common shares.
On May 24, 2022 a Redemption Agreement was signed related to the above Convertible Promissory Note to show the transaction at $0.40 USD per share, instead of $0.002 USD per shares. The resulted total amount of shares was 2,831,327.50 restricted common shares, thus, a total of 22,168,673 shares were redeemed back to the company.
On May 26, 2022, out of the 25,000,000 shares issued to Stay True on March 23, 2022 at $0.002/share related to the Infinity Supply BV transaction, a total of 22,168,673 shares were redeemed back to the company due to the amendment of the Convertible Promissory Note. Thus, the final total amount of shares related to the transaction is a total sum of 2,831,327.50 restricted common shares at $0.40/share.
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.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 5 of 12 |
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Powerstorm Holdings Inc. published this content on 15 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 August 2022 15:43:09 UTC.
