CBD of Denver : Amended March 31, 2022 Disclosure and Financial Statements

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

CBD OF DENVER, INC.

720.424.3397

www.cbdofdenver.com

[e-mail]

Primary SIC Code: 2833

Quarterly Report/Amendment 1

For the Period Ending: March 31, 2022

(the "Reporting Period")

As of March 31, 2022, the number of shares outstanding of our Common Stock was:

5,309,588,107.

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

5,309,588,107

As of December 31, 2020, the number of shares outstanding of our Common Stock was:

5,309,588,107

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: ☒

1 "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 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 (v3.4 June 24, 2021)	Page 1 of 10

1. Name 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.

CBD of Denver, Inc. (hereinafter referred to as the "Company" or "CBD of Denver, Inc.") was incorporated in Nevada on March 2, 2007 as Communications Corporation of America Inc. The Company redomiciled in the State of Delaware on December 23, 2009 as Hidalgo Mining International Inc. The company was Hidalgo Mining International Inc. until September 9, 2010, changing the name from Hidalgo Mining International Inc. to Verde Media Group Inc. The Company was Verde Media Group, Inc. until n June 27, 2018, when it changed its name to CBD of Denver, Inc.

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):

CBD of Denver, Inc. is active and in good standing in the State of Delaware and is an active foreign entity in good standing in the State of Colorado.

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 fiscal year ended December 31, 2021, the Company acquired two Swiss subsidiaries, Rockflowr and CBDWelt 24, now known as Rockflowr Exchange and Rockflowr Production.

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

Untere Fabrik 20

CH-9100 Herisau, Switzerland

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: ☐

Europastrasse 30

8152 Glattbrugg (Zurich)

Switzerland

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:

N/A

2)	Security Information
Trading symbol:	CBDD
Exact title and class of securities outstanding:	Common
CUSIP:		12482B107
Par or stated value:	.00001
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.4 June 24, 2021)	Page 2 of 10

Total shares authorized:	6,000,000,000as of date: March 31, 2022
Total shares outstanding:	5,309,538,107as of date: March 31, 2022
Number of shares in the Public Float2:	4,473,427,444as of date: March 31, 2022
Total number of shareholders of record:		240as of date: March 31, 2022
All additional class(es) of publicly traded securities (if any): None
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
Address:	200 Memorial Pkwy
	Atlantic Heights, NJ 07716
Phone:	732-872-2727
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: ☐

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: 3,908,538,107
		Preferred: 6,900,000
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					to market	have individual	OR-

1. "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.
2. 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 (v3.4 June 24, 2021)	Page 3 of 10

	returned to			share) at	price at	with voting /	Nature of
	treasury)			Issuance	the time	investment	Services
					of	control	Provided
					issuance?	disclosed).
					(Yes/No)
February 7, 2020	New	3,100,000	Preferred	.0001	No	Swiss Industry	Cash	Restricted	Section
	Issuance					Venture AG			4(a)(2)
						(Marcel
						Gamma)
February 12,	New	90,000,000	Common	.0007	No	Capitoline	Debt	Unrestricted	Section
2020	Issuance		Stock			Venture Fund II	Conversion		4(a)(1)
						LLC
						Robert Roever
April 15, 2020	New	300,000,000	Common	.0007	No	Capitoline	Debt	Unrestricted	Section
	Issuance		Stock			Venture Fund II	Conversion		4(a)(1)
						LLC
						Robert Roever
May 22, 2020 (1)	New	400,000,000	Common	.0018	No	Swiss Industry	Acquisition of	Restricted	Section
	Issuance		Stock			Venture AG	CBDWelt24		4(a)(1)
							GmbH
						Marcel Gamma
June 18, 2020 (1)	New	200,000,000	Common	.0014	No	Swiss Industry	Acquisition of	Restricted	Section
	Issuance		Stock			Venture AG	Rockflowr		4(a)(1)
							GmbH
						Marcel Gamma
August 25, 2020	New	1,000,000	Common	.0013	No	Brent LaGrange	Consulting Fee	Restricted	Section
	Issuance		Stock						4(a)(1)
January 7, 2020	New	410,000,000	Common	.0007	No	Capitoline	Debt	Unrestricted	Section
	Issuance		Stock			Venture Fund II	Conversion		4(a)(1)
						LLC
						Robert Roever
February 10,	New	10,000	Common	.03	No	Gregory	Employment	Restricted	Section
2021	Issuance		Stock			Gamma			4(a)(2)
February 10,	New	10,000	Common	.03	No	Maxim Gamma	Employment	Restricted	Section
2021	Issuance		Stock						4(a)(2)
February 10,	New	10,000	Common	.03	No	Stoja Bogicevic	Employment	Restricted	Section
2021	Issuance		Stock						4(a)(2)
February 10,	New	10,000	Common	.03	No	Riccardo Viscio	Employment	Restricted	Section
2021	Issuance		Stock						4(a)(2)
February 10,	New	10,000	Common	.03	No	Can Hozer	Employment	Restricted	Section
2021	Issuance		Stock						4(a)(2)
March 16, 2022	New	200,000,000	Common	.00126	Yes	Capitoline	Debt	Unrestricted	Section
	Issuance		Stock			Venture Fund II	Conversion		4(a)(1)
						LLC
						Robert Roever
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.4 June 24, 2021)				Page 4 of 10

Shares Outstanding on Date of This Report:

Ending Balance:

Date 03/31/22Common: 5,509,588,107

Preferred: 10,000,000

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, 2018 through June 30, 2021 pursuant to the tabular format above.

1. The issuances dated May 22, 2020 and June 18, 2020 reflect the dates upon which the Company entered into the agreements calling for the issuances of the shares, though the shares were not issued until after the end of the second quarter.

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: 

Date of	Outstanding	Principal	Interest	Maturity	Conversion Terms (e.g.	Name of Noteholder	Reason for
Note	Balance ($)	Amount	Accrued	Date	pricing mechanism for	(entities must have	Issuance (e.g.
Issuance		at	($)		determining conversion of	individual with voting	Loan, Services,
		Issuance			instrument to shares)	/ investment control	etc.)
		($)				disclosed).

Use the space below to provide any additional details, including footnotes to the table above:

1. Financial Statements

A. The following financial statements were prepared in accordance with:

1. ☒ U.S. GAAP ☐ IFRS

2. The financial statements for this reporting period were prepared by (name of individual)4:

Name:	Keith Zhen
Title:	____
Relationship to Issuer:	Outside Accountant

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.

1. Balance sheet;
2. Statement of Income;
3. Statement of Cash Flows;
4. Statement of Changes in Shareholders' Equity
5. Financial notes; and

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

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.4 June 24, 2021)	Page 5 of 10