Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
WEE-CIG INTERNATIONAL CORPORATION
9620 South Las Vegas Blvd, Suite E#1041
Las Vegas, NV 89123
Company Telephone: 888-808-4712
Company Website:www.Weecigcorp.com
Company Email -rkorus@weecigcorp.com
SIC: 6231
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:
46,479,653
As of September 30, 2021, the number of shares outstanding of our Common Stock was:
46,479,653
As of December 31, 2021, the number of shares outstanding of our Common Stock was:
46,479,653
*Includes a total of 30,792,308 shares administratively issued as of December 31, 2020 due to the terms of certain agreements described in detail in the notes to the financial statements appended hereto.
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:
(i) 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;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
(iii) 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
(iv) 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.
February 19, 1999, incorporated as Power Direct Tech.com February 23, 1999, name changed to PD Tech.com
June 8, 1999, name changed to Cardstakes.com
January 13, 2004, name changed to Legacy Wine & Spirit International Ltd. March 15, 2013, name changed to Legacy Platinum Group Inc.
May 20, 2014, name changed to Wee-Cig International Corporation
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 was originally incorporated in the State of Nevada on February 19, 1999 and has been incorporated under the name Wee-Cig International Corporation since May 20, 2014 in the state of Nevada.
The issuer's status in the State of Nevada is currently active.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
On June 15, 2006, the SEC instituted proceedings revoke the registration of the issuer's securities pursuant to Section 12(J) of the Securities Exchange Act of 1934 for failure to file the required periodic reports. The issuer reached a settlement with the SEC and agreed to the revocation.
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 December 14, 2020, with an effective date of November 30, 2020, the Company entered into an acquisition agreement and exchange of shares with the shareholders of EZ Exchange OU ("EZ Exchange"), a corporation incorporated under the laws of Estonia, whereby the Company acquired 100% of the issued and outstanding shares of EZ Exchange in exchange for 21,000,000 restricted common shares of the Company.
The Company is currently in negotiations for the divestiture of EZ Exchange (the Estonia corporation), the terms of which are expected to include the retention of certain of the assets of EZ Exchange, including the NFT platform and certain other intellectual property and trademarks so as to mitigate the ongoing costs of the Estonia corporation and retire certain current debt. The issuer expects this divestiture to take place during April 2022, however the terms of the negotiation are not yet final. The Company intends to focus its efforts in fiscal 2022 on the expansion of its NFT operations and the development of its planned collaboration with Matrix Mortgage Global to launch the shared vision of digitizing the mortgage process on the blockchain by building a system to mint key real estate documentation, including mortgage deeds, identification, appraisals and inspection reports as NFTs, making the documentation proven, immutable and non-fungible.
The address(es) of the issuer's principal executive office:
9520 South Las Vegas Blvd. Suite E#1041
Las Vegas, NV 89123
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: ☐
Siduri tn. 7, Tallinn 11313,
Republic of Estonia, Room no.321I
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: | WCIG |
Exact title and class of securities outstanding: | Common Stock |
CUSIP: | 948465 20 8 |
Par or stated value: | $0.0001 |
Total shares authorized: | 500,000,000 |
Total shares outstanding: | 46,479,653 |
Number of shares in the Public Float2: | 10,013,060 |
Total number of shareholders of record: | 354 |
All additional class(es) of publicly traded securities (if any):
N/A
Transfer Agent
Name: | V Stock Transfer, LLC |
Phone: | 212-828-8436 |
Email: | yoel@vstocktransfer.com |
Address: | 18 Lafayette Place, Woodmere, NY 11598 |
as of date: December 31, 2021
as of date: December 31, 2021
as of date: December 31, 2021
as of date December 31, 2021
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒
No: ☐
3)Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐
Shares Outstanding as of Second Most Recent Fiscal Year End:
Opening Balance
Date December 31, 2019 Common: 15,687,345 Preferred: N/A
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ Entity | Reason for share | Restricted or | Exemption |
Transaction | type (e.g. new | Shares | Securities | shares | shares | Shares were | issuance (e.g. for | Unrestricted | or |
issuance, | issued | issued at | issued to | cash or debt | |||||
cancellation, | ($/per | a discount | (entities must | conversion) |
*Right-click the rows below and select "Insert" to add rows as needed.
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.
3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
shares returned to treasury) | Issued (or cancelled) | share) at Issuance | to market price at the time of issuance? (Yes/No) | have individual with voting / investment control disclosed). | -OR-Nature of Services Provided | as of this filing. | Registration Type. | ||
November 12, 2020 | Issuance | 3,846,154 | Common stock | $0.0065 | Yes | Ilya Aharon | Debt Settlement | Restricted | Reg S |
November 12, 2020 | Issuance | 1,923,077 | Common stock | $0.0065 | Yes | Kerra Real Estate Consulting Ltd., a company controlled by Eliav Kling | Debt Settlement | Restricted | Reg S |
November 12, 2020 | Issuance | 1,923,077 | Common stock | $0.0065 | Yes | Ioulia Chpilevskaia | Debt Settlement | Restricted | Reg S |
November 30, 2020 | Issuance | 4,500,000 | Common stock | $0.0001 | Yes | Russell Korus | Acquisition | Restricted | Reg S |
November 30, 2020 | Issuance | 4,500,000 | Common stock | $0.0001 | Yes | Edward Kotler | Acquisition | Restricted | Reg S |
November 30, 2020 | Issuance | 1,350,000 | Common stock | $0.0001 | Yes | Connie Augustus | Acquisition | Restricted | Reg S |
November 30, 2020 | Issuance | 1,350,000 | Common stock | $0.0001 | Yes | Dawn Chan | Acquisition | Restricted | Reg S |
November 30, 2020 | Issuance | 2,800,000 | Common stock | $0.0001 | Yes | Shayna Shuster | Acquisition | Restricted | Reg S |
November 30, 2020 | Issuance | 150,000 | Common stock | $0.0001 | Yes | Jim Harris | Acquisition | Restricted | Reg S |
November 30, 2020 | Issuance | 750,000 | Common stock | $0.0001 | Yes | Mike Caravetta | Acquisition | Restricted | Reg S |
November 30, 2020 | Issuance | 300,000 | Common stock | $0.0001 | Yes | Rob Croft | Acquisition | Restricted | Reg D |
November 30, 2020 | Issuance | 75,000 | Common stock | $0.0001 | Yes | Jana Abrams | Acquisition | Restricted | Reg S |
November 30, 2020 | Issuance | 75,000 | Common stock | $0.0001 | Yes | Mike Dixon | Acquisition | Restricted | Reg D |
November 30, 2020 | Issuance | 75,000 | Common stock | $0.0001 | Yes | Kristy O'Sullivan | Acquisition | Restricted | Reg S |
November 30, 2020 | Issuance | 75,000 | Common stock | $0.0001 | Yes | Anandhi Narayanan | Acquisition | Restricted | Reg S |
November 30, 2020 | Issuance | 1,000,000 | Common stock | $0.0001 | Yes | Boris Golan | Acquisition | Restricted | Reg S |
November 30, 2020 | Issuance | 1,000,000 | Common stock | $0.0001 | Yes | Ariel Rovner | Acquisition | Restricted | Reg S |
November 30, 2020 | Issuance | 2,050,000 | Common stock | $0.0001 | Yes | Kerra Real Estate Consulting Ltd., a company | Acquisition | Restricted | Reg S |
under the control of Eliav Kling | |||||||||
November 30, 2020 | Issuance | 3,050,000 | Common stock | $0.0001 | Yes | Dmitry Solomovich | Acquisition | Restricted | Reg S |
Shares Outstanding on Date of This Report: Ending Balance: Date: December 31, 2021 Common: 46,479,653 Preferred: N/A |
B. Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☐
Date of Note Issuance | Outstanding Balance ($) | Principal Amount at Issuance ($) | Interest Accrued ($) | Maturity Date | Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares) | Name of Noteholder (entities must have individual with voting / investment control disclosed). | Reason for Issuance (e.g. Loan, Services, etc.) |
January 3, 2021 | 93,540 | 93,540 | Nil | January 3, 2022 | Convertible at $0.01 per share, such conversion limited to no more than 9.99% of the total issued and outstanding shares of the Company at any time of conversion. | On August 30, 2021 Domain Land Holdings Ltd., assigned this note in full to Ioulia Chpilevskaia | Loan |
January 3, 2021 | 191,304 | 191,304 | Nil | January 3, 2022 | Convertible at $0.01 per share, such conversion limited to no more than 9.99% of the total issued and outstanding shares of the Company at any time of conversion. | On August 28, 2021 WeeCare LV Inc. assigned this note in full to Rosa Shimonov | Loan |
January 3, 2021 | 128,785 | 128,785 | Nil | January 3, 2022 | Convertible at $0.01 per share, such conversion limited to no more than 9.99% of the total issued and outstanding shares of the Company at any time of conversion. | On September 3, 2021 Andy Chu assigned this note in full to Yohanan Aharon | Loan |
January 3, 2021 | 116,583 | 116,583 | Nil | January 3, 2022 | Convertible at $0.01 per share, such conversion limited to no more than 9.99% of the total issued and outstanding shares of the Company at any time of conversion. | On September 20, 2021 May Joan Liu assigned this debt in full to Ilya Aharon | Loan |
January 3, 2021 | 63,837 | 63,837 | Nil | January 3, 2022 | Convertible at $0.01 per share, such conversion limited to no more than 9.99% of the total issued and outstanding shares of the Company at any time of conversion. | On October 9, 2021 Splash Water Solutions Canada Ltd., assigned $47,523.74 of this note to Ioulia Chpilevskaia and on October 14, 2021 assigned the | Loan |
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Wee-Cig International Corporation published this content on 17 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 April 2022 18:13:05 UTC.