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]
smiklos@eDime.io
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, 2021, 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: ☒ |
- "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.
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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.
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: | 152,790,086as 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: | amy@standardregistrar.com | |||
Address: | 400 E 400 South, Salt Lake City, UT | 89111 | ||
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒ | No: ☐ |
- 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: ☐
- "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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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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Rogue Station Companies Inc. published this content on 23 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 August 2022 00:35:02 UTC.