MetaCap : Annual Report - Report for the Year Ended December 31, 2021

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

MetaCap Inc.

390 N. Orange Ave.28th Floor

Orlando, FL 32801

1. 205-1860
   www.mcaptech.com

[e-mail]

SIC Code:7371

Annual Report

For the Period Ending: December 31, 2021

(the "Reporting Period")

As of December 31, 2021,the number of shares outstanding of our Common Stock was: 23,239,938

As of September 30, 2021,the number of shares outstanding of our Common Stock was: 127,802,957.

As of December 31, 2020,the number of shares outstanding of our Common Stock was: 124,192,957.

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: X

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐

No: X

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: X

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 (v3.1 June 24, 2021)	Page 1 of 23

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.

Current Name of Issuer: MetaCap Inc.("MCAP")

Name Used by Predecessor Entity: Mango Capital, Inc.

Date of Name Change: October 4, 2021

Name(s) Used by Predecessor Entity:(i) MangoSoft, Inc. until January 25, 2011; (ii) First American Clock Co. ("First American") incorporated under the laws of the State of Nevada on May 17, 1995.

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):

Incorporated and registered in the State of Nevada. Current Standing 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:

On November 10, 2021, the Company implemented a reverse split, issuing one share of MCAP stock for every 200 shares. No fractional shares were issued. If the reverse stock split calculation resulted in the issuance of fractional share to a shareholder, the issuance for such shareholder was rounded up to the next whole share. Shares held in "street name" through a broker, bank or other nominee were treated identically as shares held by registered holders.

The address(es) of the issuer's principal executive office: 390 N. Orange Ave. 28th Floor Orlando, FL 32801

The address(es) of the issuer's principal place of business: 390 N. Orange Ave. 28th Floor Orlando, FL 32801

Check box if principal executive office and principal place of business are the same address: x

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: X

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

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 2 of 23

1. Security Information

Trading symbol: MCAP

Exact title and class of securities outstanding: Common Stock of MCAP

CUSIP:		562694208
Par or stated value:	$0.001
Total shares authorized:	250,000,000as of date: December 31, 2021
Total shares outstanding:	23,239,938	as of date: December 31, 2021
Number of shares in the Public Float2:	639,938		as of date: December 31, 2021
Total number of shareholders of record:	564			as of date: December 31, 2021
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:	Computershare Investor Services
Phone:	201-680-4236
Email:	[e-mail]
Address: 150 Royall Street, Canton, MA 02021
Is the Transfer Agent registered under the Exchange Act?3 Yes: X	No: ☐

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 (v3.1 June 24, 2021)	Page 3 of 23

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.

1. 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

Common:

Dec 31, 2019

120,392,957

Preferred: N/A

Were

the

Value

shares

Reason for

of

issued

Individual/ Entity

Transaction

share

share

at a

Shares were

type (e.g.

issuance

s

discou

issued to (entities

Restricted

new

Number of

(e.g. for cash

Exemptio

Date of

Class of

issue

nt to

must have

or

issuance,

Shares

or debt

n or

Transactio

Securitie

d

market

individual with

Unrestrict

cancellation

Issued (or

conversion)

Registrati

n

s

($/per

price

voting /

ed as of

, shares

cancelled)

-OR-

on Type.

share

at the

investment

this filing.

returned to

Nature of

) at

time of

control

treasury)

Services

Issua

issuan

disclosed).

Provided

nce

ce?

(Yes/N

o)

7/12/2020

New

1,800,000

Common

$0.01

No

MSH Investments

Residential

Restricted

Exempt

Issuance

[Note 1]

Land

New

Desert Mountain

Residential

7/12/2020

1,200,000

Common

$0.01

No

Land Holdings,

Restricted

Exempt

Issuance

Land

LLC [Note 2]

7/12/20

New

300,000

Common

$0.01

No

Mir Hyder Ali and

Consulting

Restricted

Exempt

Issuance

Afshan Khan

7/12/20

New

500,000

Common

$0.01

No

Charles K.

Consulting

Restricted

Exempt

Issuance

Montecino

3/31/21

New

500,000

Common

$0.01

No

Charles K.

Accounting

Restricted

Exempt

Issuance

Montecino

3/31/21

New

200,000

Common

$0.01

No

Lex Latkovski

Consulting

Restricted

Exempt

Issuance

3/31/21

New

100,000

Common

$0.01

No

Marissa Josephick

Consulting

Restricted

Exempt

Issuance

3/31/21

New

50,000

Common

$0.01

No

James Josephick

Consulting

Restricted

Exempt

Issuance

3/31/21

New

50,000

Common

$0.01

No

Benjamin

Consulting

Restricted

Exempt

Issuance

Josephick

3/31/21

New

50,000

Common

$0.01

No

Beckham

Consulting

Restricted

Exempt

Issuance

Josephick

3/31/21

New

100,000

Common

$0.01

No

Peter J. Bradian

Consulting

Restricted

Exempt

Issuance

3/31/21

New

200,000

Common

$0.01

No

Gianna McMaster

Consulting

Restricted

Exempt

Issuance

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)

Page 4 of 23

3/31/21	New	500,000	Common	$0.01	No	Marcella Brean	Consulting	Restricted	Exempt
Issuance
3/31/21	New	50,000	Common	$0.01	No	Megan Ragonese	Consulting	Restricted	Exempt
Issuance
3/31/21	New	350,000	Common	$0.01	No	John Jacobs	Consulting	Restricted	Exempt
Issuance
3/31/21	New	250,000	Common	$0.01	No	Brooke Pagano	Consulting	Restricted	Exempt
Issuance
3/31/21	New	500,000	Common	$0.01	No	Charles K.	Accounting	Restricted	Exempt
Issuance	Montecino
5/6/2021	Cancellation	-1,000,000	Common	$0.01	No	Peter J. Bradian	Consulting	Restricted	Exempt
5/6/2021	New	100,000	Common	$0.01	No	Gianna McMaster	Consulting	Restricted	Exempt
Issuance
5/6/2021	New	100,000	Common	$0.01	No	Megan Ragonese	Consulting	Restricted	Exempt
Issuance
5/6/2021	New	100,000	Common	$0.01	No	Brooke Pagano	Consulting	Restricted	Exempt
Issuance
8/6/2021	New	1,000,000	Common	$0.01	No	Peter J. Bradian	Consulting	Restricted	Exempt
Issuance
8/6/2021	New	25,000	Common	$0.01	No	Gianna McMaster	Consulting	Restricted	Exempt
Issuance
8/6/2021	New	100,000	Common	$0.01	No	Megan Ragonese	Consulting	Restricted	Exempt
Issuance
8/6/2021	New	25,000	Common	$0.01	No	Brooke Pagano	Consulting	Restricted	Exempt
Issuance
8/6/2021	New	80,000	Common	$0.01	No	Diane Bowers	Consulting	Restricted	Exempt
Issuance
8/6/2021	New	10,000	Common	$0.01	No	Kimberly Yerkey	Consulting	Restricted	Exempt
Issuance
8/6/2021	New	10,000	Common	$0.01	No	Roger Yerkey	Consulting	Restricted	Exempt
Issuance
8/6/2021	New	10,000	Common	$0.01	No	Justin Wilcox	Consulting	Restricted	Exempt
Issuance
8/6/2021	New	10,000	Common	$0.01	No	Daniel Wilcox	Consulting	Restricted	Exempt
Issuance
8/6/2021	New	10,000	Common	$0.01	No	Brittany Bowers	Consulting	Restricted	Exempt
Issuance
8/6/2021	New	10,000	Common	$0.01	No	Thomas Bowers,	Consulting	Restricted	Exempt
Issuance	Jr.
8/6/2021	New	10,000	Common	$0.01	No	Kelsey Thompson	Consulting	Restricted	Exempt
Issuance
8/6/2021	New	10,000	Common	$0.01	No	Willow Elise	Consulting	Restricted	Exempt
Issuance	Bowers
8/6/2021	New	10,000	Common	$0.01	No	Eric Crumb	Consulting	Restricted	Exempt
Issuance
8/6/2021	New		Common	$0.01	No	Jennifer Crumb	Consulting	Restricted	Exempt
Issuance	10,000
8/6/2021	New	10,000	Common	$0.01	No	Celeste Crumb	Consulting	Restricted	Exempt
Issuance
8/6/2021	New	10,000	Common	$0.01	No	Noah Crumb	Consulting	Restricted	Exempt
Issuance
8/6/2021	New	10,000	Common	$0.01	No	Lilah Crumb	Consulting	Restricted	Exempt
Issuance
8/6/2021	New	200,000	Common	$0.01	No	Marcella Brean	Consulting	Restricted	Exempt
Issuance
8/6/2021	New	150,000	Common	$0.01	No	Sarah Boldin	Consulting	Restricted	Exempt
Issuance
8/6/2021	New	150,000	Common	$0.01	No	Daniel H. Brean	Consulting	Restricted	Exempt
Issuance
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)				Page 5 of 23