CONTINENTAL BEVERAGE BRANDS CORPORATION
A NevadaCorporation
800-855 West Georgia St Vancouver, BC V6C 3H1 Canada
416-825-9367
SIC Code: 2080
Quarterly Report
For the Quarter Ending: March 31,
2022(the "Reporting Period")
As of May 23, 2022, the number of shares outstanding of our Common Stock was 61,075,035. As of March 31, 2022, the number of shares outstanding of our Common Stock was 61,075,035.
As of December 31, 2021, the number of shares outstanding of our Common Stock was 61,075,035. As of December 31, 2020, the number of shares outstanding of our Common Stock was 62,475,035.
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:
- 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
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- 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.
On September 11, 2008, the Company was incorporated under the name Hermes Jets, Inc. (HRMJ). On February 4, 2015 the Company filed an amendment with the Nevada Secretary of State to change its name to Continental Beverage Brands Corporation (CBBB). On February 25, 2015, FINRA provided a market acceptance date for the name change.
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):
The Company was incorporated in Nevada on September 11, 2008. The Company's status in Nevada is Active. The next annual report is due with the Nevada Secretary of State on September 30, 2022.
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:
Anticipated Merger with Everything Produce, Inc.
On November 24, 2020, the Company announced the acquisition of 100% of the ownership equity of Everything Produce Inc. (a British Columbia, Canada Company) in exchange for 38,500,000 common shares of CBBB and the cancellation of 49,000,000 from a related party.
As a condition of the Merger, Nathan Nowak, the majority shareholder and President of Everything Produce, Inc., was appointed to serve as President, Chief Operating Officer, Secretary, Treasurer of the Company and as a member of our Board of Directors. Andrew Gaudet remains Chief Executive Officer and a Director.
On November 24, 2020, we issued 6,500,000 shares of common stock for debt reduction on the financial statements of Everything Produce, Inc.
We accounted for the acquisition on November 24, 2020, but the issuances for the acquisition occurred following the closing.
The address(es) of the issuer's principal executive office:
800-855 West Georgia St
Vancouver, BC V6C 3H1
Canada
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 ever 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 January 17, 2019 the District Court for Clark County Nevada (the "Court") appointed Hybrid Titan Management, LLC to be the Receiver of the Company pursuant to NRS 78.630. On October 7, 2019, the Court discharged Titan Management LLC as received over the Company having fulfilled its court ordered responsibilities.
OTC Markets Group Inc. OTC Pink Basic Disclosure
Guidelines (v3.1 June 24, 2021
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2) | Security Information | ||
Trading symbol: | CBBB | ||
Exact title and class of securities outstanding: | COMMON | ||
CUSIP: | 21116R107 | ||
Par or stated value: | $0.001 | ||
Total shares authorized: | 100,000,000 | as of March 31, 2022 | |
Total shares outstanding: | 61,075,035 | as of March 31, 2022 | |
12,475,035 | as of March 31, 2022 | ||
Total number of shareholders of record: | 72 | as of March 31, 2022 |
Additional class of securities (if any): | None |
Transfer Agent
VStock Transfer LLC
18 Lafayette Place
Woodmere, NY 11598
Phone: (212) 828-8436
Fax: (646) 536-3179
Email:info@vstocktransfer.com
Website: www.vstocktransfer.com
Is the Transfer Agent registered under the Exchange Act?3 Yes: | No: |
- "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 | 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 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:
Use the space below to provide any additional details, including footnotes to the table above:
Number of | Opening Balance: | ||||||||
Shares | *Right-click the rows below and select "Insert" to add rows as needed. | ||||||||
outstanding as of | Common: 5,975,035 | ||||||||
January 1, 2017 | Preferred: -- | ||||||||
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ Entity | Reason for | Restricted | Exemption |
Transaction | type (e.g. new | Shares | shares | shares | Shares were | share issuance | or | or | |
Securities | |||||||||
issuance, | Issued (or | issued | issued at | issued to | (e.g. for cash or | Unrestrict | Registration | ||
cancelled) | ed as of | ||||||||
cancellation, | ($/per | a discount | (entities must | debt | this | Type? | |||
filing? | |||||||||
shares | share) at | to market | have individual | conversion) OR | |||||
returned to | Issuance | price at | with voting / | Nature of | |||||
treasury) | the time | investment | Services | ||||||
of | control | Provided (if | |||||||
issuance? | disclosed). | applicable) | |||||||
(Yes/No) | |||||||||
01/25/19 | New | 8,211,980 | Common | $0.001 | No | Hybrid Titan | Payment of | Restricte | 4(a)(2) |
Issuance | Management, | debt | d | ||||||
LLC (William | |||||||||
Alessi) | |||||||||
11/12/19 | New | 50,000,000 | Common | $0.001 | No | Andrew | Purchase for | Restricte | 4(a)(2) |
Issuance | Gaudet | cash | d | ||||||
11/19/19 | Cancellation | 8,211,980 | Common | n/a | No | Hybrid Titan | Cancellation | n/a | 4(a)(2) |
Management, | |||||||||
LLC (William | |||||||||
Alessi) | |||||||||
12/15/20 | New | 6,500,000 | Common | $0.076 | No | (1) | Payment of | Restricte | 4(a)(2) |
Issuance | Debt | d | |||||||
2/4/21 | New | 2,800,000 | Common | $0.090 | Yes | Antevorta | Settlement | Unrestric | 3(a)(10 |
Issuance | 7 | Capital | Agreeme | ted | ) | ||||
Partners, Ltd. | nt | ||||||||
(Julius | |||||||||
Csurgo) | |||||||||
2/16/21 | New | 300,000 | Common | $0.05 | Yes | (2) | Purchase for | Restricte | 4(a)(2) |
Issuance | Cash | d | |||||||
2/23/21 | New | 31,400,000 | Common | $0.25 | No | (3) | Merger | Restricte | 4(a)(2) |
Issuance | Consider | d | |||||||
ation |
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3/2/21 | New | 1,000,000 | Common | $0.318 | No | Berkshire | Services | Restricte | 4(a)(2) |
Issuance | 6 | Finance | d | ||||||
Holdings Ltd | |||||||||
(John | |||||||||
Figliolini) | |||||||||
6/25/21 | Cancellation | 49,000,000 | Common | n/a | No | Andrew | Cancellation | n/a | n/a |
Gaudet | |||||||||
6/29/21 | New | 5,000,000 | Common | $0.498 | No | Andrew | Services | Restricte | 4(a)(2) |
Issuance | 9 | Gaudet | d | ||||||
6/29/21 | New | 4,900,000 | Common | $0.25 | No | Nathan | Merger | Restricte | 4(a)(2) |
Issuance | Nowark | Consider | d | ||||||
ation | |||||||||
6/29/21 | New | 2,200,000 | Common | $0.25 | No | Lisa Stallon | Merger | Restricte | 4(a)(2) |
Issuance | Consider | d | |||||||
ation | |||||||||
Shares | Ending Balance: | ||||||||
Outstanding on | |||||||||
March 31, 2022 | Common: 61,075,035 | ||||||||
Preferred: -- | |||||||||
- Includes 294,084 shares to Marlon Castillo, 1,790,642 shares to Lions Bay Holdings, Inc. (beneficially owned by Nathan Nowak), 917,268 shares to Muhammad Mujeeb Memon, 2,580,738 shares to Nathan Nowak, and 917,268 shares to Kiriaki Smith.
- Includes 50,000 shares to Brandon James Sigmund, 50,000 shares to Lorraine Buhay, 50,000 shares to Summit Mann, 50,000 shares to Ronnel Mina, and 100,000 shares to Joseph Yngreso
- Donna Downie, Luz Lu Abesamis, Pamela Aranas, Dalit Bhardwaj, Julius Buccat, Leilani Buccat, Lorraine Buhay, Adrian Carpenter, Genesis Castillo, Marlon Castillo, Matthew Castillo, Arlene Catubig, Marshall Chalmers, Yolanda Chao, Edwin Chow, Nina Egan, Alma Froggatt, John Jabat, Reynaldo Abesamis Jr., Ratcha Kengradomying, Terence Lam, Curtis Lau, Armand Lim, Katherine Lopac, Lions Bay Holdings, Inc. (beneficially owned by Nathan Nowak), Laurene Lu, Alisa Manion. Andrea Manion, Summit Mann, Chanelle Mendoza, Norman Mendoza, Taurean Mills, Ronnel Mina, Martin Negalkop, Mahn Nguyen, Alfonso Ocampp, Gurdeep Paul, Andy Pen, Roanne Rivera, Eric Roy, Gurmukh Sahota, Ullrich Schade, Neal Schuurman, Brandon Sigmund, Terence Soh, Amarveer Soos, Richard Stammers, Peter Stone, Jake Swift, James Tang, Bernadette Tidalgo, Michael Tran, Nga Tran, Nader Vatanchi, Khanh Vu, Kristina Vu, Timonthy Weaver, Virginia Weaver, Joseph Yngreso, Mirovic Yngreso, Vedesto Yngreso, Venandro Yngreso and Steven Zazuliak
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 here are no outstanding promissory, convertible notes or debt arrangements:
OTC Markets Group Inc. OTC Pink Basic Disclosure
Guidelines (v3.1 June 24, 2021
5
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Continental Beverage Brands Corp. published this content on 23 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 May 2022 23:07:08 UTC.