Everdime Technologies : Q2 2022 Report Amended

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

EVERDIME, INC.

(F/K/A ROGUE STATION COMPANIES INC.

Everdime Technologies, Inc.

1309 Coffeen Avenue STE 3590

Sheridan, Wyoming 82801

everdime.com

[307.381.0237]

[e-mail]

QuarterlyReport

For the Period Ending: June 30, 2022

(the "Reporting Period")

As of June 30, 2022, the number of shares outstanding of our Common Stock was:

152,790,086

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

145,535,540

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

145,535,540

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.

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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.

Rogue Station Companies, Inc. changed its name to Everdime, Inc. effective February 22, 2022. The Company submitted a Rule 6490 Notice of Other Corporate Event to FINRA shortly after approval of the name change but it has not yet been cleared.

NX Uranium Co. changed its name to Rogue Station Companies, effective May 7, 2019.

NX Capital Co changed its name to NX Uranium, Inc. effective September 29, 2014.

The Company was formed in Delaware on June 11, 2013 under the name NX Capital Co., as a wholly owned subsidiary of NexHorizon Communications, Inc. for purposes of effecting a reorganization under Section 251(g) of the Delaware General Corporations Law. These provisions permit the formation of holding companies and permit forward triangular Parent-Sub mergers for such purposes. Effective July 30, 2013, the Company, NexHorizon and another newly formed, wholly-owned subsidiary, Neh2013, Inc., entered into a plan of merger and reorganization: NexHorizon was merged into Neh2013, and the shareholders of NexHorizon received shares of NX Capital on a one-for-one basis. Following the transaction, NX Capital was the survivor, and Neh2013 was its sole subsidiary (NexHorizon was dissolved by merger). Neh2013 was sold to a third-party, and NX Capital's shares commenced trading OTC under the symbol NXCP.

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 formed in Delaware and is in good standing.

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:

None.

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

Everdime Technologies, Inc.

1309 Coffeen Avenue STE 3590

Sheridan, Wyoming 82801

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 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:

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NA

2)	Security Information
Trading symbol:	RGST
Exact title and class of securities outstanding:	Common Stock
CUSIP:		775367105
Par or stated value:	.0001
Total shares authorized:	250,000,000 as of date: 6/30/22
Total shares outstanding:	152,790,086	as of date: 6/30/22
Number of shares in the Public Float2:	4,924,584	as of date: 6/30/22
Total number of shareholders of record:	380		as of date: 6/30/22

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:		as of date:
Total shares outstanding:		as of date:
Transfer Agent
Name:	Standard Registrar & Transfer Co., Inc.
Phone:	801-571-8844
Email:	[e-mail]
Address:	400 E 400 South, Salt Lake City, UT	89111
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: ☐

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.

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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 12/31/20	Common: 31,379,098
	Preferred: 4,763,500
Date of	Transaction	Number of	Class of	Value of	Were the	Individual/ Entity	Reason for	Restricted or	Exemption
Transaction	type (e.g. new	Shares	Securities	shares	shares	Shares were	share issuance	Unrestricted as	or
	issuance,	Issued (or		issued	issued at	issued to	(e.g. for cash	of this filing.	Registration
	cancellation,	cancelled)		($/per	a discount	(entities must	or debt		Type.
	shares			share) at	to market	have individual	conversion)
	returned to			Issuance	price at	with voting /	-OR-
	treasury)				the time	investment	Nature of
					of	control	Services
					issuance?	disclosed).	Provided
					(Yes/No)
12-31-20	New	200,000	Common	.225	No	Robert Keeler	Services (OD)	Restricted	§4(a)(2)
	Issuance
10-19-21	Cancelled	(1,500,000)	Common	.38	Yes	Robert Keeler	Services	Restricted
§4(a)(2)
11-10-21	New	1,800,000	Common	.13	No	Gary Bryant	Services (IB)	Restricted	§4(a)(2)
	Issuance
						(Newport
						Capital, Inc.)
11-10-21	New	800,000	Common	.13	No	Michele Sheriff	Services (IB)	Restricted	§4(a)(2)
	Issuance
						(Westgrove
						Partners, LLC)
11-11-21	New	474,299	Common	.085	Yes	Charles	Debt	Restricted	§4(a)(2)
	Issuance					Stidham	Conversion
						(South Beach
						Live, Inc.)
11-11-21	New	136,146	Common	.027	Yes	Michele Sheriff	Debt	Restricted	§4(a)(2)
	Issuance						Conversion
						(Westgrove
						Partners, LLC)
11-12-21	New	283,332	Common	.13	No	Barbara	Conversion of	Restricted	§4(a)(2)
	Issuance					Altbaum	Preferred
							Shares
						(Various)
11-12-21	New	34,233	Common	.13	No	First United	Conversion of	Restricted	§4(a)(2)
	Issuance					Bank and Trust	Preferred
							Shares
11-16-21	New	1,500,000	Common	.13	No	John Conroy	Services	Restricted	§4(a)(2)
	Issuance						(O/D)
12-3-21	New	49,692,794	Common	.0001	Yes	Sandor Miklos	Everdime	Restricted	§4(a)(2)
	Issuance						Acquisition
12-3-21	New	11,042,843	Common	.0001	Yes	Simon Smith	Everdime	Restricted	§4(a)(2)
	Issuance						Acquisition

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12-3-21	New	33,128,530	Common	.0001	Yes	Sandor Miklos	Everdime	Restricted	§4(a)(2)
	Issuance						Acquisition
						(Homeowner's
						Direct, Inc.)
12-3-21	New	3.312.853	Common	.0001	Yes	Igor Sevic	Everdime	Restricted	§4(a)(2)
	Issuance						Acquisition
						Brookside
						Investments Ltd
12-3-21	New	7,729,990	Common	.0001	Yes	Michael Zawada	Everdime	Restricted	§4(a)(2)
	Issuance						Acquisition
						1373132
						Ontario, Inc.
12-3-21	New	5,521,422	Common	.0001	Yes	Scott Bell	Everdime	Restricted	§4(a)(2)
	Issuance						Acquisition
						Bexmart
						Ventures
5-28-22	New	7,254,546	Common	.0001	No	SRAX, Inc.	Marketing	Restricted	§4(a)(2)
	Issuance						Services
						Randy Clark,
						COO

Shares Outstanding on Date of This

Report:

Date: 6-30-22

Ending Balance:

Common:152,790,086

Preferred: -0-

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, 2019 through June 30, 2021 pursuant to the tabular format above.

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

In connection with the Everdime Acquisition, the Company converted all outstanding preferred shares (at post-split ratio) and cancelled these classes, by agreement with the shareholders.

A total of 110,428,432 shares of common stock were issued to the shareholders of Everdime, in exchange for 100% of their shares in Everdime.

The balance of the shares were issued in exchange for convertible debt and in satisfaction of investment banking/consulting and employment agreements.

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