Markray : Disclosure statement and annual report 2021

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

Markray Corp

A Delaware Corporation

2515 W. Broadway Road, Mesa, AZ 85202 ________________________________ [e-mail]

SIC Code 4941

Annual Report

For the Period Ending: December 31, 2021

(the "Reporting Period")

As of December 31, 2021, the number of shares outstanding of our Common Stock was: 50,276,488

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:

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Disclosure Statement (this "Disclosure Statement") of Markray Corp (hereinafter, "Markray," or the "Company" or "we," "our" or "us") contains certain forward-looking statements. These forward- looking statements, which may be identified by words such as "anticipates," "believes," "intends," "estimates," "expects," "forecasts," "plans," " projects" and similar expressions, include but are not limited to statements regarding (i) future plans, objectives, strategies, expenditures, results and objectives of future operations and research; (ii) proposed new products, services, developments or industry rankings; (iii) future revenue, economic conditions or performance; (iv) potential collaborative arrangements; and (v) the need for and availability of additional financing.

* Reconciliation due to accounting matter. See Item 4 for audit status and disclosure on occurring reconciliations. 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;

• (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;

• (iii) 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

(iv) 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.

The forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties. These forward-looking statements are based on assumptions regarding our business and technology, which involve judgments with respect to, among other things, future scientific, economic and competitive conditions, and future business decisions, all of which are difficult or impossible to predict accurately, and many of which are beyond our control. Accordingly, undue reliance should not be placed on forward-looking statements, as they only represent our views on the date the statements were made. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements, and actual results may differ materially from those set forth in the forward-looking statements. Considering the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. We do not intend to and specifically decline any obligation to update any forward-looking statement or to publicly announce the results of any revision to any statement to reflect new information or future events or developments.

1)Name of the issuer and its predecessors, (if any).

In answering this item, please also provide any names used by predecessor entities and the datesof the name changes.

The Company was established under the name Open Sea Corporation in 1998, changed its name to Nebo Products, Inc. in 2000, to Laxican, Inc in 2007, and then to Boulan, Inc shortly thereafter in 2007. In 2008, the Company merged with Osage Enterprise Corp. ("Osage"), with Osage designated the surviving entity. In 2009, the Company changed its name to R'Vibrant, Inc, and then changed its name to Markray Corp at the beginning of 2011.

Our Articles of Incorporation were filed with the State of Delaware in 2007 by Osage, who merged with, and became the Company in 2008. The Company is currently active in the State of Delaware.

Has the issuer or any of its predecessors ever been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes:No:

2) Security Information

Trading symbol:	RVBR
Exact title and class of securities outstanding:	Common Stock
Preferred Stock Series (blank check)
Preferred Stock Series B
CUSIP:	570693101 (Common Stock)
Par or stated value:	Common Stock: $.001 par value per share
Preferred Stock (Series B): $.001 par value per share
Common Stock:

Total shares authorized: Total shares outstanding:

Number of shares in the Public Float:2 Total number of shareholders of record:Preferred Stock:

Total shares authorized: Total shares outstanding:

• 950,000,000 as of date: December 31, 2021

• 50,276,488 as of date: December 31, 2021

• 41,435,476 as of date: December 31, 2021

133

as of date: December 31, 2021

• 100,00,000 as of date: December 31, 2021

• 54,198,991 as of date: December 31, 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.

Transfer Agent

Name:	Colonial Stock Transfer
Phone:	801-355-5740
Email:	[e-mail]

Is the Transfer Agent registered under the Exchange Act?3 Yes:No:

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors:

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

3)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 Shares4

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:

Please note that the information in the following table is unaudited. Accordingly, users of the table below and the consolidated financial statements referenced herein should take into account the risks associated with the foregoing in connection when reviewing our financial statements or disclosure statements.

Number of Shares

Opening Balance (Unaudited):
outstanding as of
December 31,	Common: 50,276,488
2019 (Unaudited)
Preferred:27,312,493

Date of TransactionTransaction type (e.g., new issuance, cancellation, shares returned to treasury)Number of Shares Issued (or cancelled)

Class of Securities

Value of shares issued ($/per share) at Issuance/cance lled at cancellationWere the shares issued at a discount to market price at the time of issuance ? (Yes/No)Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).

Reason for share issuance (e.g., for cash or debt conversion) OR Nature of Services Provided (if applicable)Restricted or Unrestricte d as of this filing?

Exemption or Registratio n Type?

• 3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

• 4 See accompanying notes to the consolidated financial statements.

For the fiscal year ended December 31, 2021	New Issuance	13,443,249	Series B Preferred Stock	$N/A	N/A	Mehran T. Keshe	Preferred stock issued as payment of a Markray payable	Restricted	Exempt
For the fiscal year ended December 31, 2021	New Issuance	13,443,249	Series B Preferred Stock	N/A	N/A	Mehran T. Keshe	Preferred stock issued as payment of a Markray subsidiary's payable
Shares Outstanding on December 31, 2021 (Unaudited):	Ending Balance (unaudited): Common: 50,276,488 Preferred: 54,198,991

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:

Outstanding Balance ($)

Principal Amount at Issuance ($)

Interest Accrued ($)

Conversion Terms (e.g., pricing mechanism for determining conversion of instrument to shares)

Name of NoteholderReason for Issuance (e.g., Loan, Services, etc.)

4)Financial Statements

A.

The following financial statements were prepared in accordance with:U.S. GAAPIFRS

B. The financial statements for this reporting period were prepared by (name of individual)5: Name:

Title:

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:

• C. Balance Sheet

• D. Statement of Income;

• E. Statement of Cash Flows;

• F. Financial Notes (attached); and

• G. Audit letter, if audited.

5 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.

The consolidated financial statements referenced herein have been prepared from corporation records and are unaudited. The statements have been prepared on an accrual basis and may not have been prepared in accordance with GAAP in some or more material respects. Some, or certain information and note disclosures, normally contained in quarterly or annual financial statements prepared in accordance with GAAP may have been omitted although the Company believes that the disclosures made are consistent with the records of the Company. Below is a list describing the financial statements that are attached to this disclosure for the Reporting Period:

• • Statement of Consolidated Balance Sheet

• • Consolidated Statement of Operations

• • Consolidated Statements of Cash Flows

• • Consolidated Statements of Changes in Stockholders' Equity

• • Notes to Consolidated Financial Statements

Financial statement information is considered current until the due date for the subsequent report (as set forth in the qualifications section above). To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of each fiscal quarter-end date.

5)Issuer's Business, Products and Services

The purpose of this section is to provide a clear description of the issuer's current operations. In answering this item, please include the following:

A. Summarize the issuer's business operations (If the issuer does not have current operations, state "no operations")

We plan to develop and operate factories to produce water to enhance the quality of the water. In addition, we plan to build wellness centers using advanced scientific technologies and systems for enhancing performance and wellness. Our first water factory was purchased and established in Tijuana, Mexico. We are currently planning our first wellness center to be based in Mesa, Arizona, but have not committed any funds for this purpose.

B. Describe any subsidiaries, parents, or affiliated companies, if applicable, and a description of their business contact information for the business, officers, directors, managers or control persons. Subsidiary information may be included by reference

The Company has the following wholly owned subsidiaries and other subsidiaries:

• • Keshe Foundation Global, Inc. ("KF Global")

• • Keshe Foundation USA ("KF USA")

• • Keshe Technology USA, Inc. ("KTech")

• • Keshe Manufacturing S.A. de C.V. ("Keshe Mexico")

Risk Factors

Risks Relating to our Business

We are at an exceedingly early operational stage, and our success is subject to the substantial risks inherent in the establishment of a new business venture.

The implementation of our business strategy is in an early stage. We are in the process of assisting in developing our energy water and wellness centers, but neither are commercially operational yet. Our business and operations should be considered to be in an early stage and subject to all of the risks inherent in the establishment of a new business venture. Accordingly, our intended business and operations may not prove to be successful in the near future, if at all. Any future success that we might achieve will depend on many factors, which may be beyond our control, or which cannot be predicted at this time, or which could have a material adverse effect on our financial condition, business prospects and operations and the value of an investment in our company.

We have a limited operating history, and our business plan is unproven and may not be successful.

We recently adopted a new business plan and investment strategy that has not been proven to be successful. We have not sold any substantial number of products or services commercially and have not proven that our business model will allow us to identify and develop commercially feasible products or technologies.