Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Futuris Company
22 Baltimore Road, Rockville, MD 220850
_______________________________
703-310-7334
www.futuris.company
info.it@futuris.company
7361
QuarterlyReport
For the Period Ending: April 30, 2022
(the "Reporting Period")
As of April 30, 2022, the number of shares outstanding of our Common Stock was: 47,781,727.
As of January 31, 2022 our last quarter, the number of shares outstanding of our Common Stock was: 40,798,622.
As of July 31, 2021, the number of shares outstanding of our Common Stock was: 39,148,622.
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 Control5 of the company has occurred over this reporting period:
Yes: ☐ | No: ☒ |
5 "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 4 of 23 |
- 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.
The Company was incorporated under the laws of the State of Nevada on April 9, 1996 as Cambridge Energy Corporation. In November 1997, the Company began trading its Common Shares on the OTC Bulletin Board under symbol CNGG.
The Company acquired and managed the development and operation of oil and gas properties with proven reserves until 2003. During 2003 the Company, due to industry conditions for drilling capital, began the disposal of all of its under-performing oil and gas assets. Management began to focus its efforts and resources on opportunities in the environmental industry, with a specific focus on opportunities related to the oil and gas industry. The Company is an independent oil and gas company engaged in the exploration and development of domestic oil and gas properties. It had previously owned oil and gas properties in Louisiana, Texas and Indonesia. Through March 2000, the Company also manufactured certain wellhead control devices. As of March 31, 2003, the Company ceased active operations.
On April 15, 2009 the Company entered an agreement to acquire all of the assets of EnviroXtract, Inc. The Company plans to utilize its technologies to perform environmental remediation applications for oil spills and other hazardous chemical remediation applications. The Company has completed the disposal of interests in wells and discontinued all its oil and gas operations.
On October 17, 2012 the Company acquired 100% ownership in the Gold Star Mine, a major gold and silver mining property in western Nevada. November 19, 2012, the Company changed its name to Mission Mining Company and altered it business strategy to focus entirely on the acquisition and development of large US gold and silver mining properties.
In July 2009, the Company's Articles of Incorporation were amended to increase the authorized Common shares of the Company fr om 50,000,000 to 1,000,000,000 and increase the number of authorized Preferred shares from 25,000,000 to 500,000,000. At that time the Company also changed its name to EnviroXtract, Inc.
The Company was domesticated in Wyoming on August 23, 2010.
On November 19, 2012, the Company changed its name to Mission Mining Company.
On December 11, 2019 the Company changed its name to CBD Oilvite Inc.
On January 14, 2020 the Company changed its name to Mission Mining Company.
On July 27, 2020 the Company changed its name to Futuris Company.
On December 4, 2019, the first judicial District Court of Wyoming appointed Ben Berry as custodian for the Company, proper notice having been given to the officers and directors of the Company. There was no opposition.
On May 12, 2020, the Company filed a certificate of reinstatement with the state of Wyoming, and appointed Ben Berry as, President, Secretary, Treasurer and Director. On July 27, the Company changed its name to Futuris Company. On September 16, 2020 the Company changed its trading symbol to FTRS.
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):
Futuris Company's current standing in the state of Wyoming is both "Active" and "Current". The Company's predecessor name was Mission Mining Company and its status in Wyoming was "Revoked" on May 5, 2020. Mission Mining Company was "Reinstated" in Wyoming on May 12, 2020. On December 11, 2019 CBD Oilvite Inc. was "Active" in the state of Wyoming. On January 14, 2020 Mission Mining Company was "Active" in the state of Wyoming.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 5 of 23 |
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:
During the quarter ended January 31, 2021, the Company acquired Cadan Technologies. The company paid $2,750,000 in cash, $625,000 in restricted stock, and a note to the seller for $1,013,000.
The address(es) of the issuer's principal executive office:
22 Baltimore Road, Rockville, MD 20850
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:
On December 4, 2019, the first judicial District Court of Wyoming appointed Ben Berry as custodian for the Company, proper notice having been given to the officers and directors of the Company. There was no opposition.
On May 12, 2020, the Company filed a certificate of reinstatement with the state of Wyoming, and appointed Ben Berry as, President, Secretary, Treasurer and Director.
Following a change of control on May 26, 2020, Ben Berry appointed the following directors: Kalyan Pathuri, President; Amit Jain, Treasurer; Naveen Doki, Secretary.
The Company entered into a Definitive Share Exchange Agreement ("Agreement"), dated as of June 29th, 2020, by and among Futuris Technology Services, Inc. ("Futuris"), a Virginia corporation located at 4506 Daly Drive, Suite-100, Chantilly VA 20151 (the sole owner of Pioneer Global Inc., a Virginia corporation ("Pioneer")), the shareholders of Futuris (collectively, the "Shareholders"), and Mission Mining Co., a Wyoming corporation ("MISM"), located at 22 Baltimore Road, Rockville, MD 20850, and Kalyan Pathuri, the President of MISM ("Pathuri"). Collectively, the Shareholders, Futuris, MISM and Pathuri are the "Parties."
In accordance with and subject to the provisions of this Agreement and the Wyoming Business Corporations Act, at the Effective Time, Futuris shall become a wholly-owned subsidiary of MISM, and MISM shall be its only shareholder and shall continue in its existence with one owner, MISM, until a merger, if any. Pursuant to the Share Exchange, (A) the Shareholders are relinquishing all 1,000 of their Futuris common shares, constituting all issued and outstanding shares of Futuris (the "Futuris Shares"), and the New Equity Holders are acquiring 825,071,050 MISM Shares, representing 95.38% of the outstanding Common Stock of MISM. On July 27, 2020 the Company changed its name to Futuris Company. On September 16, 2020 the Company changed its trading symbol to FTRS.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 6 of 23 |
Following a change of control on May 26, 2020, Ben Berry appointed the following directors: Kalyan Pathuri, President; Amit Jain, Treasurer; Naveen Doki, Secretary.
2) | Security Information | ||
Trading symbol: | FTRS | ||
Exact title and class of securities outstanding: | Common | ||
CUSIP: | 36118Q 105 | ||
Par or stated value: | $0.001 | ||
Total shares authorized: | 1,000,000,000 | as of date: April 30, 2022 | |
Total shares outstanding: | 47,781,727 | as of date: April 30, 2022 | |
Number of shares in the Public Float6: | 8,313,820 | as of date: April 30, 2022 | |
Total number of shareholders of record: | 318 | as of date: April 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: Olde Monmouth Stock Transfer
Phone: (732) 872-2727, Ext 101
Email: matt@oldemonmouth.com
Address: 200 Memorial Pkwy Atlantic Highlands, NJ 07716
Is the Transfer Agent registered under the Exchange Act?7 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
- "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 7 of 23 |
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 July 31, 2019 | Common: 20,665,818 | ||||||||
Preferred: 2,572,341* | |||||||||
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) | |||||||||
June 29, 2020 | New | 825,071,00 | Common | **Share | N/A | *** See Below | Share | Restricted | 4(a)(2) |
Issuance | 0 | Exchan | Exchange/acqui | ||||||
ge - see | sition of Futuris | ||||||||
below | Technology | ||||||||
Services, Inc. | |||||||||
December 31, | New | 250,000 | Common | $250 | No | Veritas | Investor | Restricted | 4(a)(2) |
2020 | Issuance | Consulting | Relations | ||||||
Group - | Services | ||||||||
Heather Koch | |||||||||
January 12, 2021 | New | 4,400,000 | Common | $880,00 | No | Mark J. | TalentBeacon | Restricted | 4(a)(2) |
Issuance | 0 | Anderson | LLC Acquisition | ||||||
January 14, 2021 | New | 224,400 | Common | $89,760 | No | David Whelan | Company | Restricted | 4(a)(2) |
Issuance | Acquisition | ||||||||
January 14, 2021 | New | 215,600 | Common | $86,240 | No | Michael Kelly | Company | Restricted | 4(a)(2) |
Issuance | Acquisition | ||||||||
February 25, | New | 109,000 | Common | $109 | Yes | Allan Hartley | Compensation | Restricted | 4(a)2 |
2021 | Issuance | ||||||||
April 20, 2021 | New | 1,300,000 | Common | $325,00 | Yes | AJB Capital | Securities | Restricted | 4(a)2 |
Issuance | 0 | Investments | Purchase | ||||||
LLC - Ari Blaine | Agreement | ||||||||
December 30, | New | 20,000 | Common | $3,000 | Yes | Chaitanya | Private | Restricted | 4(a)2 |
2020 | Issuance | Vikram | Placement | ||||||
December 30, | New | 5,000,000 | Common | $0.5 | Yes | Srinivasa | Retire Debt | Restricted | 4(a)2 |
2020 | Issuance | Kalidindi | |||||||
December 30, | New | 13,334 | Common | $2,000 | Yes | Divakar Sriram | Private | Restricted | 4(a)2 |
2020 | Issuance | Placement | |||||||
December 30, | New | 100,000 | Common | $15,000 | Yes | Raja Kumar | Private | Restricted | 4(a)2 |
2020 | Issuance | Martha | Placement | ||||||
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 8 of 23 |
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Futuris Co. published this content on 20 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 June 2022 16:43:00 UTC.