Curtiss Motorcycle Company, Inc.
A Delaware Corporation
(205) 352-3434
For the Year Ended March 31, 2022
Prepared in accordance with OTC Pink Basic Disclosure Guidelines
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Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Curtiss Motorcycle Company, Inc.
8118 Parkway Drive
Leeds, AL 35094
________________________________
-
352-3434
www.curtissmotorcycles.com
matt@curtissmotorcycles.com
SIC: 3751
Annual Report
For the Period Ended: March 31, 2022
(the "Reporting Period")
As of June 28, 2022, the number of shares outstanding of our Common Stock was:
68,942,272
As of December 31, 2021, the number of shares outstanding of our Common Stock was:
64,246,669
As of March 31, 2022, the number of shares outstanding of our Common Stock was:
66,874,094
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:
- 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
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Yes: ☐ | No: ☒ |
- Name of the issuer and its predecessors (if any)
The Company was originally incorporated in Delaware on May 5, 2005 as "French Peak Resources Inc." On December 3, 2008, pursuant to the reverse merger transaction, the Company changed its name to "Confederate Motors, Inc." On January 3, 2018, the Company changed its name to "Curtiss Motorcycle Company, Inc."
The Company was originally incorporated in Delaware on May 5, 2005 as "French Peak Resources Inc." On December 3, 2008, pursuant to the reverse merger transaction, the Company changed its name to "Confederate Motors, Inc." On January 3, 2018, the Company changed its name to "Curtiss Motorcycle Company, Inc."
The Company is currently active in the State of Delaware.
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: ☐ | No: ☒ | |||
2) | Security Information | |||
Trading symbol: | CMOT | |||
Exact title and class of securities outstanding: | Common Stock | |||
CUSIP: | 231555 103 | |||
Par or stated value: | $0.001 | |||
Total shares authorized: | 200,000,000 | as of date: June 28, 2022 | ||
Total shares outstanding: | 68,942,272 | as of date: June 28, 2022 | ||
Number of shares in the Public Float2: | 60,839,475 | as of date: June 28, 2022 | ||
Total number of shareholders of record: | 412 | as of date: June 28, 2022 |
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: | ____ | |||
Total shares outstanding: | ____ | |||
Transfer Agent | ||||
Name: | Pacific Stock Transfer Company | |||
Phone: | (800) 785-7782 | |||
Email: | info@pacificstocktransfer.com | |||
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒ | No: ☐ | |||
- 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.
- "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.
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Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors:
N/A
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
N/A
- Issuance History
A. Changes to the Number of Outstanding Shares
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 3/31/2020Common: | |||||||||||
47,591,887 | |||||||||||
Preferred: 1 | |||||||||||
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) | |||||||||||
9/28/2020 | NI | 27,500 | Common | $0.20 | No | Individuals | Cash | Rest. | Reg. | ||
CF/Rule | |||||||||||
506(c) | |||||||||||
9/29/2020 | NI | 6,000,00 | Common | $0.20 | No | Individuals | Cash | Rest. | Rule | ||
0 | 506(c) | ||||||||||
9/30/2020 | NI | 40,000 | Common | $0.20 | No | Individuals | Cash | Rest. | Reg. | ||
CF/Rule | |||||||||||
506(c) | |||||||||||
11/16/21 | NI | 2,500 | Common | $0.20 | No | Darrian Miles | Cash | Rest. | Reg. | ||
Patchin | CF/506(c) | ||||||||||
11/16/21 | NI | 12,500 | Common | $0.12 | No | Gregory | Cash | Rest. | Reg. | ||
Sannan | CF/506(c) | ||||||||||
11/16/21 | NI | 5,000 | Common | $0.20 | No | Dennis L. | Cash | Rest. | Reg. | ||
Nostrand | CF/506(c) | ||||||||||
11/16/21 | NI | 42,000 | Common | $0.12 | No | Adam Klock | Cash | Rest. | Reg. | ||
CF/506(c) | |||||||||||
11/17/21 | NI | 2,083,33 | Common | $0.12 | No | Christopher | Cash | Rest. | 506(b) | ||
3 | Bentley | ||||||||||
11/17/21 | NI | 12,500 | Common | $0.20 | No | Noel J. Carey | Cash | Rest. | Reg. | ||
CF/506(c) | |||||||||||
11/17/21 | NI | 1,500 | Common | $0.20 | No | Bert Feuss | Cash | Rest. | Reg. | ||
CF/506(c) | |||||||||||
11/17/21 | NI | 8,333 | Common | $0.12 | No | P2P | Cash | Rest. | Reg. | ||
Productions | CF/506(c) | ||||||||||
(Controlled by | |||||||||||
Paul Rashid) | |||||||||||
11/18/21 | NI | 833 | Common | $0.12 | No | Michael | Cash | Rest. | Reg. | ||
Francingues | CF/506(c) | ||||||||||
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11/18/21 | NI | 41,666 | Common | $0.12 | No | James Hoegh | Cash | Rest. | Reg. |
CF/506(c) | |||||||||
11/18/21 | NI | 2,500 | Common | $0.20 | No | Jacey William | Cash | Rest. | Reg. |
Hoegh | CF/506(c) | ||||||||
11/18/21 | NI | 33,333 | Common | $0.12 | No | James W. Allen | Cash | Rest. | Reg. |
III | CF/506(c) | ||||||||
11/18/21 | NI | 375,000 | Common | $0.20 | No | Jason Cohen | Cash | Rest. | Reg. |
CF/506(c) | |||||||||
11/18/21 | NI | 2,083 | Common | $0.20 | No | Christopher | Cash | Rest. | Reg. |
James | CF/506(c) | ||||||||
Chambers | |||||||||
11/18/21 | NI | 2,500 | Common | $0.12 | No | Pamela S. Miller | Cash | Rest. | Reg. |
CF/506(c) | |||||||||
11/19/21 | NI | 2,500 | Common | $0.20 | No | William Clay | Cash | Rest. | Reg. |
Kimbrell | CF/506(c) | ||||||||
11/19/21 | NI | 208,333 | Common | $0.12 | No | Chris Cornille | Cash | Rest. | Reg. |
CF/506(c) | |||||||||
11/19/21 | NI | 3,500 | Common | $0.20 | No | Kyle C. Cornille | Cash | Rest. | Reg. |
CF/506(c) | |||||||||
11/19/21 | NI | 83,333 | Common | $0.12 | No | Denis Lysak | Cash | Rest. | Reg. |
CF/506(c) | |||||||||
11/19/21 | NI | 208,333 | Common | $0.12 | No | Troy | Cash | Rest. | Reg. |
Heldenbrand | CF/506(c) | ||||||||
11/19/21 | NI | 125,000 | Common | $0.20 | No | Robbin R. | Cash | Rest. | Reg. |
Dawson GST | CF/506(c) | ||||||||
Trust (Robbin | |||||||||
R. Dawson) | |||||||||
11/19/21 | NI | 1,250 | Common | $0.20 | No | Wendy Daniels | Cash | Rest. | Reg. |
CF/506(c) | |||||||||
11/19/21 | NI | 50,000 | Common | $0.20 | No | Enzo Neri | Cash | Rest. | Reg. |
CF/506(c) | |||||||||
11/22/21 | NI | 36,250 | Common | $0.12 | No | Skye | Cash | Rest. | Reg. |
Heldenbrand | CF/506(c) | ||||||||
11/22/21 | NI | 5,000 | Common | $0.20 | No | Sharad Sexena | Cash | Rest. | Reg. |
CF/506(c) | |||||||||
11/22/21 | NI | 1,250 | Common | $0.20 | No | David Asbel | Cash | Rest. | Reg. |
CF/506(c) | |||||||||
11/22/21 | NI | 20,833 | Common | $0.12 | No | Stephan Walls | Cash | Rest. | Reg. |
CF/506(c) | |||||||||
11/22/21 | NI | 5,000 | Common | $0.20 | No | Linh Lu | Cash | Rest. | Reg. |
CF/506(c) | |||||||||
11/22/21 | NI | 100,000 | Common | $0.20 | No | Gary Weigand | Cash | Rest. | Reg. |
CF/506(c) | |||||||||
11/22/21 | NI | 1,250 | Common | $0.20 | No | Larry Royal | Cash | Rest. | Reg. |
CF/506(c) | |||||||||
11/22/21 | NI | 4,250 | Common | $0.20 | No | Brent Murphy | Cash | Rest. | Reg. |
CF/506(c) | |||||||||
11/23/21 | NI | 166,687 | Common | $0.12 | No | Christopher K. | Cash | Rest. | 506(b) |
Cornille | |||||||||
11/23/21 | NI | 20,834 | Common | $0.12 | No | Kyle C. Cornille | Cash | Rest. | 506(b) |
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Curtiss Motorcycles Company Inc. published this content on 15 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 July 2022 00:53:05 UTC.