DocuSign Envelope ID: 81966936-E514-4A20-A227-7A0421704F59
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Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
WINNERS INC.
1180 North Center Drive
Suite 100#1079
Las Vegas, NV., 89144
www.Winnersinc.us
HQ@Winnersinc.us
SIC - Industry Classification 7990
Quarterly Report
For the Period Ending: June 30, 2022
(the "Reporting Period")
As of June 30th, 2022, the number of shares outstanding of our Common Stock was:
293,739,856
As of December 31st, 2021, the number of shares outstanding of our Common Stock was:
280,090,934
As of December 31st, 2020, the number of shares outstanding of our Common Stock was:
184,579,250
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: ☒ |
- 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.
1 "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;
DocuSign Envelope ID: 81966936-E514-4A20-A227-7A0421704F59
(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
- 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.
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
August 10, 2007 Issuer was formed under the name Plantation Development, Inc. the Board authorized a name change on September 28, 2012 to Baroma, Inc. (OTC:BRMA) on November 15, 2015 the Board subsequently changed Issuer's name to GoooGreen, Inc.(OTC:GOOO). December 2, 2020 the State of Nevada approved the change of Issuer's name to Winners Inc. (OTC:WNRS)
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):
Issuer was incorporated on August 10, 2007 in the State of Nevada and remains under such jurisdiction. Issuer is listed as "Active" with all filings current by the Secretary of State of Nevada.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
n/a
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
December 3rd, 2020, 10:1 forward split
The address(es) of the issuer's principal executive office:
1180 North Center Drive, Ste 100#1079, Las Vegas, NV., 89144
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: | WNRS | |||||
Exact title and class of securities outstanding: | Common | |||||
CUSIP: | 97478A106 | |||||
Par or stated value: | $0.001 | |||||
Total shares authorized: | 4,000,000,000 as of date: 06/30/2022 | |||||
Total shares outstanding: | 293,739,856 | as of date: 06/30/2022 |
DocuSign Envelope ID: 81966936-E514-4A20-A227-7A0421704F59
Number of shares in the Public Float1: 111,001,230 | as of date: 06/30/2022 |
Total number of shareholders of record: 146 | as of date: 06/30/2022 |
All additional class(es) of publicly traded securities (if any):
Exact title and class of securities outstanding: n/a | |||
CUSIP: | n/a | ||
Par or stated value: | n/a | ||
Total shares authorized: | n/a | ||
Total shares outstanding: | n/a | ||
Transfer Agent | |||
Name: | Standard Registrar & Transfer Company, Inc. | ||
Phone: | 801-571-8844 | ||
Email: | Amy@standardregistrar.com | ||
Address: 440 East 400 South, Ste 200, Salt Lake City, UT., 84111 | |||
Is the Transfer Agent registered under the Exchange Act?2 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: ☐
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, 2020 | |||||||
Common: 184,579,250 | |||||||
Preferred A: 9,000,000 | |||||||
- "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.
DocuSign Envelope ID: 81966936-E514-4A20-A227-7A0421704F59
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 (or | issued | issued at | issued to | cash or debt | as of this | Registration | ||
cancellation, | cancelled) | ($/per | a discount | (entities must | conversion) | filing. | Type. | ||
shares | share) at | to market | have individual | -OR- | |||||
returned to | Issuance | price at | with voting / | ||||||
Nature of | |||||||||
treasury) | the time | investment | |||||||
Services | |||||||||
of | control | ||||||||
Provided | |||||||||
issuance? | disclosed). | ||||||||
(Yes/No) | |||||||||
03/10/2021 | Issuance | 566,567 | Common | $.001 | No | Heather Krug | Services | Restricted | 4(A)2 & |
Rule 506 | |||||||||
03/26/2021 | Issuance | 8,000,000 | Common | $.05 | No | Union Capital | Cash | Unrestricted | Reg A |
LLC, Yanky | |||||||||
Bornstein, Mgr. | |||||||||
03/26/2021 | Issuance | 5,000,000 | Common | $.05 | No | Istvan Elek | Cash | Unrestricted | Reg A |
03/26/2021 | Issuance | 7,000,000 | Common | $.05 | No | Tiger Trout | Cash | Unrestricted | Reg A |
Capital LLC, | |||||||||
Alan Masley, | |||||||||
Mgr. | |||||||||
03/26/2021 | Issuance | 3,000,000 | Common | $.05 | No | GW Holdings | Cash | Unrestricted | Reg A |
LLC, Noah | |||||||||
Weinstein, Mgr. | |||||||||
03/26/2021 | Issuance | 9,000,000 | Common | $.05 | No | Apollo Capital | Cash | Unrestricted | Reg A |
Corp, Yohan | |||||||||
Naraine, CEO | |||||||||
03/26/2021 | Issuance | 7,500,000 | Common | $.05 | No | GPL Ventures, | Cash | Unrestricted | Reg A |
LLC, Alexander | |||||||||
Dillon, Mgr. | |||||||||
03/26/2021 | Issuance | 1,000,000 | Common | $.05 | No | Peter Kovacs | Cash | Unrestricted | Reg A |
03/26/2021 | Issuance | 4,000,000 | Common | $.05 | No | FirstFire Global | Cash | Unrestricted | Reg A |
Opportunities | |||||||||
Fund LLC, Eli | |||||||||
Fireman, Mgr. | |||||||||
03/26/2021 | Issuance | 5,000,000 | Common | $.05 | No | GS Capital LLC, | Cash | Unrestricted | Reg A |
Gabe Seyegh, | |||||||||
Mgr. | |||||||||
03/26/2021 | Issuance | 5,000,000 | Common | $.05 | No | BHP Capital NY | Cash | Unrestricted | Reg A |
Inc. Bryan | |||||||||
Pantofel, CEO | |||||||||
03/30/2021 | Issuance | 5,000,000 | Common | $.05 | No | Silverback | Cash | Unrestricted | Reg A |
Capital Corp, | |||||||||
Gillian Gold, | |||||||||
CEO | |||||||||
03/30/2021 | Issuance | 3,000,000 | Common | $.05 | No | Crosslake | Cash | Unrestricted | Reg A |
Capital LLC., | |||||||||
George Choi, | |||||||||
Mgr. | |||||||||
03/30/2021 | Issuance | 4,000,000 | Common | $.05 | No | Leonite Capital, | Cash | Unrestricted | Reg A |
LLC., Jake | |||||||||
Morgenstern, | |||||||||
Mgr. | |||||||||
05/05/2021 | Issuance | 100,000 | Common | $0.001 | No | Richard | Services | Restricted | 4(A)2 & |
Salisbury | Rule 506 | ||||||||
05/05/2021 | Issuance | 1,000,000 | Common | $0.001 | No | FMW Media | Services | Restricted | 4(A)2 & |
Works, LLC., | Rule 506 | ||||||||
Vince Caruso, | |||||||||
CEO |
DocuSign Envelope ID: 81966936-E514-4A20-A227-7A0421704F59
05/05/2021 | Issuance | 566,567 | Common | $0.001 | No | Heater Krugg | Services | Restricted | 4(A)2 & | |
Rule 506 | ||||||||||
05/05/2021 | Issuance | 15,000 | Common | $0.001 | No | Qor | Services | Restricted | 4(A)2 & | |
Development | Rule 506 | |||||||||
LLC., John | ||||||||||
Bardis, Director | ||||||||||
05/05/2021 | Issuance | 100,000 | Common | $0.001 | No | RonaldJaworski | Services | Restricted | 4(A)2 & | |
Rule 506 | ||||||||||
05/05/2021 | Issuance | 40,000 | Common | $0.001 | No | Brian Baldinger | Services | Restricted | 4(A)2 & | |
Rule 506 | ||||||||||
05/17/2021 | Issuance | 100,000 | Common | $0.001 | No | Derrick Mahorn | Services | Restricted | 4(A)2 & | |
Rule 506 | ||||||||||
05/17/2021 | Issuance | 60,000 | Common | $0.001 | No | Brian Baldinger | Services | Restricted | 4(A)2 & | |
Rule 506 | ||||||||||
05/17/2021 | Issuance | 100,000 | Common | $0.001 | No | Doug | Gottlieb | Services | Restricted | 4(A)2 & |
Inc., Doug | Rule 506 | |||||||||
Gottlieb, pres. | ||||||||||
05/17/2021 | Issuance | 100,000 | Common | $0.001 | No | Mitchell Williams | Services | Restricted | 4(A)2 & | |
Rule 506 | ||||||||||
06/01/2021 | Issuance | 100,000 | Common | $0.001 | No | Derrick Mahorn | Services | Restricted | 4(A)2 & | |
Rule 506 | ||||||||||
06/01/2021 | Issuance | 200,000 | Common | $0.001 | No | Richard | Services | Restricted | 4(A)2 & | |
Salisbury | Rule 506 | |||||||||
06/01/2021 | Issuance | 150,000 | Common | $0.001 | No | Axion | Financial, | Services | Restricted | 4(A)2 & |
Inc., Darren | Rule 506 | |||||||||
Bankston, pres. | ||||||||||
06/01/2021 | Issuance | 961,550 | Common | $0.001 | No | Joseph | Services | Restricted | 4(A)2 & | |
Sugarman | Rule 506 | |||||||||
06/15/2021 | Issuance | 4,000,000 | Common | $0.05 | No | Istvan Elek | Cash | Unrestricted | Reg A | |
06/21/2021 | Issuance | 15,000 | Common | $0.001 | No | Qor | Services | Restricted | 4(A)2 & | |
Development | Rule 506 | |||||||||
LLC., John | ||||||||||
Bardis, Director | ||||||||||
06/21/2021 | Issuance | 70,000 | Common | $0.001 | No | Kar Fight, Inc., | Services | Restricted | 4(A)2 & | |
Frank Nicotero, | Rule 506 | |||||||||
pres. | ||||||||||
06/21/2021 | Issuance | 7,000 | Common | $0.001 | No | Haber | Services | Restricted | 4(A)2 & | |
Entertainment, | Rule 506 | |||||||||
Susan Haber, | ||||||||||
pres. | ||||||||||
06/21/2021 | Issuance | 50,000 | Common | $0.001 | No | Angelica | Services | Restricted | 4(A)2 & | |
Bridges | Rule 506 | |||||||||
06/21/2021 | Issuance | 5,000,000 | Common | $.05 | No | Silverback | Cash | Unrestricted | Reg A | |
Capital Corp, | ||||||||||
Gillian Gold, | ||||||||||
CEO | ||||||||||
06/21/2021 | Issuance | 5,000,000 | Common | $.05 | No | Crosslake | Cash | Unrestricted | Reg A | |
Capital LLC., | ||||||||||
George Choi, | ||||||||||
Mgr. | ||||||||||
06/21/2021 | Issuance | 70,000 | Common | $0.001 | No | Hedda Muskat | Services | Restricted | 4(A)2 & | |
Wess | Rule 506 | |||||||||
06/21/2021 | Issuance | 70,000 | Common | $0.001 | No | Deborah | Services | Restricted | 4(A)2 & | |
Whitcas | Rule 506 | |||||||||
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Winners Inc. published this content on 22 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 August 2022 18:45:11 UTC.