Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
CHINA INFRASTRUCTURE CONSTRUCTION CORP.
(a Colorado corporation)
6201 Bonhomme Road, Suite 466S
Houston, TX 77036
Telephone: (832) 606-7500
Fax: (281) 547-7378
Website: www.chnc-hdh.com
Email: hleveinski@pharmacologyuniversity.com
SIC Code: 8999, 8099
Quarterly Report for the Period Ending November 30, 2021
(the "Reporting Period")
As of the date hereof, the number of shares of Common Stock outstanding is 8,225,600,111.
As of November 30, 2021 (the Reporting Period end date), the number of shares of Common Stock outstanding was 7,902,266,778.
As of August 31, 2021 (the prior Reporting Period end date), the number of shares of Common Stock outstanding was 7,850,372,839.
As of May 31, 2021 (the most recent fiscal year end date), the number of shares of Common Stock outstanding was 7,814,238,100. (Erroneously stated as 7,850,488,100 shares in the report for the fiscal year then ended.)
Indicate by check mark whether the Issuer is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 under the Securities 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 Control of the company has occurred over this reporting period:
Yes: | No: |
- Name of the Issuer and its predecessors (if any):
CHINA INFRASTRUCTURE CONSTRUCTION CORP.
The Issuer was formed on February 28, 2003, as a limited liability company under the name Fidelity Aircraft Partners LLC. On December 16, 2009, it converted to a corporation under the name Fidelity Aviation Corporation, and on August 24, 2009, changed its name to China Infrastructure Construction Corp. On February 28, 2018, it changed its name to Hippocrates Direct Healthcare, Inc. On July 4, 2018, it resumed its present name. It is active and in good standing in the state of its incorporation. Management knows of no trading suspension orders issued by the SEC since inception. The address of the Issuer's principal executive office appears above.
The address of the Issuer's principal place of business appears above.
Check box if principal executive office and principal place of business are the same address:
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently an- ticipated or that occurred within the past 12 months: None.
Has the Issuer or any of its predecessors ever been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: | No: |
- Security Information Trading Symbol: CHNC
Exact title and class of securities outstanding: Common Stock
CUSIP: | 16948K106 |
Par or stated value: | Without par value |
Total shares authorized: | 20,000,000,000 as of date the end of the Reporting Period and as of the |
date hereof. | |
Total shares outstanding: | 7,902,266,778 as of the end of the Reporting Period and 8,225,600,111 |
as of the date hereof. |
Number of shares in the public float:
1,737,650,205 as of the end of the Reporting Period and as of the date hereof.
Total number of shareholders of record:
392 and 396 as of the end of the Reporting Period and as of the date hereof, respectively.
Additional class of securities:
Trading Symbol: N/A
Exact title and class of securities outstanding: Series A Convertible Preferred Stock
CUSIP: N/A
Par or stated value: $0.001 per share
Total shares designated: 2,500,000 as Series A Convertible Preferred Stock as of the end of the Reporting Period and as of the date hereof (of 10,000,000 authorized preferred shares)
Total shares outstanding: 2,500,000 as of the end of the Reporting Period and as of the date hereof. The holders of the outstanding Series A Convertible Preferred Stock have voting control of the Issuer.
The series is not publicly traded.
Transfer Agent
Pacific Stock Transfer Company
6725 Via Austi Parkway, Suite 300
Las Vegas, NV 89119
Phone: (800) 785-7782
info@pacificstocktransfer.com
Is the Transfer Agent registered under the Exchange Act? Yes: | No: |
- Issuance History
- Changes to the Number of Outstanding Shares See Exhibit A.
-
Debt Securities, Including Promissory and Convertible Notes
Check this box if there are no outstanding promissory, convertible notes or debt arrangements:
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Conversion | |||||||
Terms (e.g., | Reason | ||||||
Principal | Interest | pricing mecha- | Name of Noteholder | ||||
Out- | nism for deter- | (entities must have | for Issu- | ||||
Date of | standing | Amount | and/or | mining conver- | individual with vot- | ance (e.g. | |
Note Is- | Balance | at Issu- | Fees Ac- | Maturity | sion of instru- | ing/investment con- | Loan, Ser- |
suance | ($) | ance ($) | crued ($) | Date | ment to shares) | trol disclosed). | vices, etc.) |
05/22/20 | 143,200 | 143,200 | 4,025 | 5/22/50 | Not convertible | Small Business Ad- | Cash |
ministration | |||||||
06/10/20 | 106,300 | 106,300 | 2,658 | 6/10/50 | Not convertible | Small Business Ad- | Cash |
ministration | |||||||
10/26/21 | 32,500 | 32,500 | 4,790 | 3/31/22 | Not convertible | Park Avenue Fund- | Cash |
ing1 | |||||||
_________ |
1 The individual with voting/investment control of the Noteholder is Aryeh Friedman.
- Financial Statements
A. The following financial statements were prepared in accordance with:
U.S. GAAP
IFRS
-
The financial statements for this reporting period were prepared by:
Jorge Verar, CPA
825 Town and Country Blvd., Suite 1200 Houston, TX, 77024
Phone: (713) 931-3080
Email: jverar@cpa.com
Relationship to Issuer: Independent Contractor
The following unaudited consolidated financial statements are provided for the most recent fiscal year:
- Consolidated balance sheets;
- Consolidated statements of operations;
- Consolidated statements of cash Flows;
- Consolidated statements of stockholders' deficit; and
- Notes to consolidated financial statements
The above financial statements are attached as Exhibit B.
-
Issuer's Business, Products and Services
The Issuer's business, is (i) educational systems focused on medicinal cannabis, in cities throught the United States of America and six countries in Latin America and (ii) providing services in therapeutic areas of clinical trials in the United States. The Issuer was formerly in the business of providing concierge medicine at an affordable price through its membership-based model in the Houston, Texas, area through its wholly owned subsidiary, Hippocrates Direct Healthcare, LLC, a Texas limited liability company, the address of which was that of the Issuer, whose contact infor- mation appears above; during the quarter ended August 31, 2020, the Issuer terminated this business.
The president of the Issuer is Dante Picazo, whose contact information is that of the Issuer.
The COVID-19 pandemic has had a material adverse effect on the Issuer's educational business because governmental measures taken to control it resulted in the closing of classrooms and other educational venues, and also hindered the Issuer's franchising and consulting activities; however, over the six-month period ending November 30, 2021, the
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Issuer's clinical trials business improved. As the pandemic abates, the Issuer expects that some of these restrictions will be temporarily or permanently removed. Because of the persistence of the pandemic - and particularly the incidence of COVID-19 variants - the Issuer is unable to predict the course of the pandemic and the resulting restrictions or when the Issuer and its customers will be able to resume normal operations. Assuming that governmental vaccination and other programs are successful, this may occur in the near future. However, if they are not successful, these restrictions could continue indefinitely. The ultimate extent of the impact of the pandemic will depend on future developments, which are highly uncertain.
-
Issuer's Facilities
The Issuer leases premises approximately 4,500 square feet located at 6201 Bonhomme Road, Suites 460S and 466S, Houston, Texas. The lease currently provides for base rent of $3,382 per month, increasing to (i) $3,529 per month on July 1, 2020, (ii) $3,676 per month on July 1, 2021, and (iii) $3,823 per month on July 1, 2022, subject to CPI increase. The lease expires on June 30, 2023. The leased space is shared with the Issuer's subsidiaries.
In addition, two of the Company's officers lease 1,400 square feet in Houston, Texas, under a lease the term of which commenced on February 29, 2020, and will expire on February 27, 2021, at a rent of $3,449 per month; these officers have made a portion of these premises available to the Company for use as officer space, for which the Company pays them $2,817 per month.
The Company rents space for its Sleep Center operations on a temporary basis as needed. - Officers, Directors, and Control Persons
The following information is provided regarding any person or entity owning 5% of more of the Issuer, as well as any officer and director of the Issuer, regardless of the number of shares that they own, as of the date hereof.
Name of Of- | Affiliation with Com- | Ownership | |||
ficer/Director and | pany (e.g., Officer/Di- | Residential Address | Number of | Share | Percentage |
Control Person | rector/Owner of more | of Class | |||
than 5%) | (City/State Only) | shares owned | type/class | Outstanding | |
Dante Picazo | Officer, Director, Owner | Houston, TX | 4,595,467,205 | Common | 55.9 |
of more than 5% | Stock | ||||
Elizabeth Hernan- | Owner of more than 5% | Houston, TX | 500,000,000 | Common | 6.1 |
dez | Stock | ||||
Dante Picazo | Officer, Director, Owner | Houston, TX | 2,000,000 | Series A | 80.0 |
of more than 5% | Convertible | ||||
Preferred | |||||
Elizabeth Hernan- | Owner of more than 5% | Houston, TX | 500,000 | Series A | 20.0 |
dez | Convertible | ||||
Preferred | |||||
Henry Levinski | Officer, Director | Euless, TX | 50,000,000 | Common | 0.61 |
Stock | |||||
Jose Torres | Officer | San Juan, PR | 40,000,000 | Common | 0.49 |
Stock |
- Legal/Disciplinary History
A. Please identify whether any of the persons listed above have, in the past 10 years, been the subject of: -
A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);
No. - The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person's involvement in any type of business, securities, commodities, or banking activities;
No. - A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Com- mission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or
-
A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);
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state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or
No.
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited such person's involvement in any type of business or securities activities.
No.
-
Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the busi- ness, to which the Issuer or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities.
None.
- Third Party Providers
The names, addresses, telephone numbers and email addresses of each of the following outside providers are: Securities Counsel
Barry J. Miller Barry J. Miller PLLC
2999 Bloomfield Park Drive West Bloomfield, MI 48323
Phone: (248) 232-8039
Email: bjmiller@bjmpllc.com Accountant or Auditor:
Jorge Verar, CPA
825 Town and Country Blvd., Suite 1200 Houston, TX, 77024
Phone: (713) 931-3080
Email: jverar@cpa.com
Investor Relations ConsultantNone
Other Service Providers: Any other service provider(s), including, counsel, advisor(s) or consultant(s) that assisted, advised, prepared or provided information with respect to this disclosure statement, or provided assistance or services to the Issuer during the reporting period.
The Issuer's transfer agent provided reports as to issuances and transfers of the Issuer's capital stock and the names of the holders of capital stock and the number of shares respectively held by them.
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China Infrastructure Construction Corporation published this content on 25 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 January 2022 23:45:01 UTC.