Comepay : 2022-06-30 Information and Disclosure with Financial Statements

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

COMEPAY INC.

10-8707 Dufferin Street

Suite #308, Vaughn, Ontario L4J 0A6

Canada

_______________________________

Telephone: [phone]

Website: N/A

Email: [e-mail]

SIC: 7389

Quarterly Report

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:

78,619,532(1)(2)

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

78,619,532(1)(2)

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

78,619,532(1)(2)

1. Includes 67,064,761shares pending cancelation upon receipt of satisfactory stock powers from the holders.
2. Includes 18,750 shares administratively issued as to 15,000 shares on December 31, 2020 and 3,750 on March 31, 2021 under the terms of a consulting contract, but unissued at the date of this report

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.

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.

June 14, 1995 to August 22, 2006	-	Dragon Environmental Corporation
August 22, 2006 to June 25, 2008	-	Symposium Productions Corporation
June 25, 2008 to September 18, 2009 -	Feed Global Corporation
September 18, 2009 to February 16, 2010 -	Symposium Productions	Corporation
February 16, 2010 to August 19, 2020 -	Gradient Wind Technologies, Inc.
August 19, 2020 to December 28, 2011 -	Grid Cloud solutions, Inc.
December 28, 2011 to January 17, 2012 -	Great Rock Development	Corporation
January 17, 2012 to present -		Comepay, 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):

The issuer has been incorporated in the State of Florida since inception. The issuer is currently active.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

Not Applicable

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

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

10-8707 Dufferin Street, Suite #308, Vaughn, Ontario L4J 0A6, 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 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:	CMPY
Exact title and class of securities outstanding:	Common Stock
CUSIP:		20036M107
Par or stated value:	$0.001
Total shares authorized:	750,000,000as of date: July 8, 2022
Total shares outstanding:	78,619,532*	as of date: July 8, 2022
Number of shares in the Public Float2:	7,966,313*	as of date: July 8, 2022

2 "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.

Total number of shareholders of record:

307*

as of date: July 8, 2022

*Includes cumulative 18,750 shares administratively issued to one shareholder as to 15,000 in fiscal 2020 and 3,750 during the fiscal year ended December 31, 2021 pending book entry by the Company's transfer agent. Also includes 67,064,761 shares pending cancelation upon receipt of satisfactory stock powers from the holders.

All additional class(es) of publicly traded securities (if any):

Not Applicable

Transfer Agent

Name:	Action Stock Transfer Corporation
Phone:	[phone]
Email:	[e-mail]
Address: 2469 E. Fort Union Blvd, Suite 214, Salt Lake City, UT 84121
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:
Opening Balance					*Right-click the rows below and select "Insert" to add rows as needed.
Date December 31, 2019
Common: 78,600,782
Preferred: Nil
Date of	Transaction	Number of	Class of	Value of	Were	Individual/ Entity	Reason for share	Restricted or	Exemption
Transaction	type (e.g. new	Shares	Securities	shares	the	Shares were	issuance (e.g. for	Unrestricted	or
		issuance,	Issued (or		issued	shares	issued to	cash or debt	as of this	Registration
		cancellation,	cancelled)		($/per	issued	(entities must	conversion)	filing.	Type.
		shares				share) at	at a	have individual	-OR-
		returned to				Issuance	discount	with voting /	Nature of
		treasury)					to	investment	Services
							market	control	Provided
							price at	disclosed).
							the time
							of
							issuanc
							e?
							(Yes/No)
March 1, 2020	New	3,750(1)	Common	$0.085	No	Lilja	Services	Restricted	Reg S
		Issuance						Khamidullina
June 1, 2020	New	3,750(1)	Common	$0.031	No	Lilja	Services	Restricted	Reg S
		Issuance						Khamidullina

3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

September 1,	New	3,750(1)	Common	$0.095	No	Lilja	Services	Restricted	Reg S
2020	Issuance					Khamidullina
December 1,	New	3,750(1)	Common	$0.031	No	Lilja	Services	Restricted	Reg S
2020	Issuance					Khamidullina
March 1, 2021	New	3,750(2)	Common	$0.0285	No	Lilja	Services	Restricted	Reg S
	Issuance					Khamidullina
Shares Outstanding	on June 30, 2022
Ending Balance:
Common 78,619,532
Preferred: NIL

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

1. 1. There shares are treated as administratively issued in fiscal 2020, and pending issuance as of this filing.
   2. There shares are treated as administratively issued in the quarter ended March 31, 2021, and pending issuance as of this filing.
2. 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	Name of Noteholder	Reason for
Note	Balance ($)	Amount at	Accrued ($)	Date	(e.g. pricing	(entities must have	Issuance (e.g.
Issuance		Issuance ($)			mechanism for	individual with voting	Loan, Services,
					determining	/ investment control	etc.)
					conversion of	disclosed).
					instrument to
					shares)
					Convertible into	Rosa Shimonov	Loan
12/31/2015	1,779	4,779	-	11/1/2017	shares at fixed rate of
					$0.008 per share
					Convertible into	Ilya Aharon	Loan
12/31/2015	5,000	5,000	-	11/1/2017	shares at fixed rate of
					$0.008 per share
					Convertible into	Spartak Kanayev	Loan
8/1/2017	1,763	3,763	-	5/1/2016	shares at fixed rate of
					$0.008 per share
					Convertible into	Ioulia Chpilevskaia	Loan
8/1/2017	4,000	4,000	-	5/1/2016	shares at fixed rate of
					$0.008 per share
					Convertible into	Care Providers Co.	Loan
12/11/2017	1,107,890	1,002,000	105,890 (2)	12/11/2018	shares at fixed rate of	Inc. (1)
					$0.57 per share
					Convertible into	Care Providers Co.	Loan
2/6/2018	470,625	400,000	70,625(3)	2/6/2019	shares at fixed rate of	Inc. (1)
					$0.57 per share
					Convertible into	Care Providers Co.	Loan
6/30/2018	255,190	193,294	61,896	6/30/2019	shares at fixed rate of	Inc. (1)
					$0.57 per share

					Convertible into	Care Providers Co.	Loan
7/30/2018	602,657	458,463	143,794	7/30/2019	shares at fixed rate of	Inc. (1)
					$0.57 per share
					Convertible into	Care Providers Co.	Loan
8/7/2018	1,223,808	932,858	290,950	8/7/2019	shares at fixed rate of	Inc. (1)
					$0.57 per share
					Convertible into	Care Providers Co.	Loan
8/17/2018	654,849	500,000	154,849	8/17/2019	shares at fixed rate of	Inc. (1)
					$0.57 per share
					Convertible into	Care Providers Co.	Loan
8/23/2018	55,535	40,000	15,535	8/23/2019	shares at fixed rate of	Inc. (1)
					$0.57 per share
					Convertible into	Care Providers Co.	Loan
9/20/2018	121,359	93,192	28,167	9/20/2019	shares at fixed rate of	Inc. (1)
					$0.57 per share
					Convertible into	Care Providers Co.	Loan
12/31/2018	52,304	40,866	11,438	12/31/2019	shares at fixed rate of	Inc. (1)
					$0.57 per share
					Convertible into	Care Providers Co.	Loan
3/31/2019	10,176	8,075	2,101	3/31/2020	shares at fixed rate of	Inc. (1)
					$0.57 per share
					Convertible into	Care Providers Co.	Loan
6/30/2019	12,588	10,150	2,438	6/30/2020	shares at fixed rate of	Inc. (1)
					$0.57 per share
					Convertible into	Care Providers Co.	Loan
12/31/2019	5,999	5,000	999	12/31/2020	shares at fixed rate of	Inc. (1)
					$0.57 per share
					Convertible into	Care Providers Co.	Loan
12/31/2020	7,547	6,740	807	12/31/2021	shares at fixed rate of	Inc. (1)
					$0.57 per share

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

1. 1. Beneficial Owner of Care Providers Co. Inc is Ilya Aharon.
   2. The Company allocated paid interest accrued of $259,112.06 on this note paid during fiscal 2019
   3. The Company allocated paid interest accrued of $70,000 on this note paid during fiscal 2019.
2. 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:	The Accounting Connection - Manager: Li Shen, CA
Title:	Accountant
Relationship to Issuer:	N/A

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.