Tapinator : OTC Markets Disclosure Statement

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

Tapinator, Inc.

1776 Broadway, Suite 1902, New York, NY 10019

_______________________________

[phone]

www.tapinator.com

[e-mail]

SIC Code: 7372 (Prepackaged Software)

AnnualReport

For the Period Ending: 12/31/2021

(the "Reporting Period")

As of 3/10/2022, the number of shares outstanding of our Common Stock was: 564,962

As of 12/31/2021, the number of shares outstanding of our Common Stock was: 564,962

As of 12/31/2021, the number of shares outstanding of our Common Stock was: 564,962

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:

• "Change in Control" shall mean any events resulting in:

1. 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;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. 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
4. 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

OTC Markets Group Inc.
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Yes: ☐

No: ☒

1. 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.

Tapinator, Inc.

Formerly=Evolution Resources, Inc. until 11-2013

Formerly=BBN Global Consulting, Inc. until 7-2009

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):

12/09/2013, Delaware; Active

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:

The issuer's Board of Directors has approved a stock dividend such that each stockholder will receive a dividend of four additional shares of common stock for each then-held share. As required, the issuer has submitted the stock dividend for approval to FINRA. If FINRA approves the stock dividend, the issuer will publicly announce the timing and other matters relating to the stock dividend. There can be no guaranty that FINRA will approve the stock dividend.

The address(es) of the issuer's principal executive office:

1776 Broadway, Suite 2002, New York, NY 10019

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:

Not applicable

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.
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2)	Security Information
Trading symbol:	TAPM
Exact title and class of securities outstanding:	Common Stock
CUSIP:		876037 201
Par or stated value:	$0.001
Total shares authorized:	25,000,000	as of date: 12/31/2021
Total shares outstanding:	564,962	as of date: 12/31/2021
Number of shares in the Public Float2:	396,196	as of date: 03/07/2022
Total number of shareholders of record:	122	as of date: 12/31/2021

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:	Continental Stock Transfer & Trust
Phone:	[phone]
Email:	[e-mail]
Address: 1 State St., 30th Fl., New York, NY 10004
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒	No: ☐

1. 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

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: ☐

• "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.
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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 12/31/19	Common: 549,958
	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. 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)
10/29/2021	New	521		Commo	$25.00	No	IMS Group /	Warrant	Unrestrict	Section 4
	Issuance			n			Maria	Exercise	ed	(a) (1)
							Hernandez
10/28/2021	New	123		Commo	$25.00	No	Gonzalo E.	Warrant	Unrestrict	Section 4
	Issuance			n			Cortes	Exercise	ed	(a) (1)
10/28/2021	New	123		Commo	$25.00	No	David A.	Warrant	Unrestrict	Section 4
	Issuance			n			Johnson	Exercise	ed	(a) (1)
10/28/2021	New	123		Commo	$25.00	No	Gothamm	Warrant	Unrestrict	Section 4
	Issuance			n			Corporation /	Exercise	ed	(a) (1)
							Nelson
							Rodrigues
10/28/2021	New	247		Commo	$25.00	No	William	Warrant	Unrestrict	Section 4
	Issuance			n			Griswold	Exercise	ed	(a) (1)
10/15/2021	New	261		Commo	$25.50	No	OTA LLC /	Warrant	Unrestrict	Section 4
	Issuance			n			Ira M.	Exercise	ed	(a) (1)
							Leventhal
04/16/2021	New	5,500		Commo	$11.02	No	Westpark	Settlement	Restricte	Rule 506
	Issuance			n			Capital /	Agreement	d	(b)
							Rick
							Rappaport
04/08/2021	Return to	(938)		Commo	$17.01	No	Westpark	Settlement	NA	NA
	Treasury			n			Capital /	Agreement
							Rick
							Rappaport
03/25/2021	New	682		Commo	$17.50	No	Iroquois	Warrant	Unrestrict	Section 4
	Issuance			n			Master Fund	Exercise	ed	(a) (1)

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 4 of 12

						/ Richard
						Abbe
03/23/2021	New	170	Commo	$24.00	No	Iroquois	Warrant	Unrestrict	Section 4
	Issuance		n			Capital	Exercise	ed	(a) (1)
						Investment
						Group /
						Richard
						Abbe
03/23/2021	New	20	Commo	$24.00	No	Charles	Warrant	Unrestrict	Section 4
	Issuance		n			Merkel	Exercise	ed	(a) (1)
03/22/2021	New	2,359	Commo	$22.76	No	Brandon	Warrant	Unrestrict	Section 4
	Issuance		n			Ross	Exercise	ed	(a) (1)
02/23/2021	New	2,151	Commo	$7.13	No	Rick	Warrant	Unrestrict	Section 4
	Issuance		n			Rappaport	Exercise	ed	(a) (1)
02/23/2021	New	818	Commo	$7.13	No	Rick	Warrant	Unrestrict	Section 4
	Issuance		n			Rappaport	Exercise	ed	(a) (1)
02/05/2021	New	1,797	Commo	$5.85	No	Brandon	Warrant	Unrestrict	Section 4
	Issuance		n			Ross	Exercise	ed	(a) (1)
01/09/2020	Re-	1,047	Commo	NA	NA	Various	Issued per	NA	NA
	issuance	common	n				roundup of
		shares					fractional
		Issued					shares
							reissued in
							connection
							with 160-1
							reverse split

Shares Outstanding on Date of This Report:

Ending Balance

Ending Balance:

Date 03/10/2022

Common: 564,962

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:

OTC Markets Group Inc.
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