Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Breezer Ventures, Inc.
4650 Laguna Vista Street,
Las Vegas, NV 89147
-
249-8520
www.breezerventures.com
info@breezerventures.com
5812
AnnualReport
For the Period Ending: September 30, 2021
(the "Reporting Period")
As of 03/24/2021, the number of shares outstanding of our Common Stock was: 99,794,400
As of 06/30/2021, the number of shares outstanding of our Common Stock was: 99,794,400
As of 09/30/2021, the number of shares outstanding of our Common Stock was: 99,794,400
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:
- 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.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 1 of 17 |
- 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.
The Company was incorporated in the State of Nevada on 05/18/2005 as Breezer Ventures Inc. On 02/24/2016, the Company changed its name to Fitvia Corp.
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):
Nevada 05/18/2005. ACTIVE and 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:
4650 Laguna Vista Street, Las Vegas, NV 89147
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: ☐
1859 Whitney Mesa Drive, Henderson. NV 89014
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: | BRZV | ||
Exact title and class of securities outstanding: | COMMON STOCK | ||
CUSIP: | 106766108 | ||
Par or stated value: | $ 0.001 | ||
Total shares authorized: | 400,000,000 | as of date: 09/30/2021 | |
Total shares outstanding: | 99,794,400 | as of date: 09/30/2021 |
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 2 of 17 |
Number of shares in the Public Float2: | 10,480,000 | as of date: 09/30/2021 |
Total number of shareholders of record: | 21 | as of date: 09/30/2021 |
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: | Empire Stock Transfer Inc. | ||||
Phone | 702-818-5898 | ||||
Website: | www.empirestock.com | ||||
Email: | brian@empirestock.com | ||||
Address | 1859 Whitney Mesa Drive, Henderson. NV 89014 | ||||
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.
- "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.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 3 of 17 |
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: | *Right-click the rows below and select "Insert" to add rows as needed. |
Opening Balance |
Date 09/30/2019 | Common: 30,794,400 | |||||||||||||||||||||||||||||
Preferred: 0 | ||||||||||||||||||||||||||||||
Date of | Transaction type | Number of | Class of | Value of | Were the shares | Individual/ Entity Shares | Reason for share | Restricted or | Exemption or | |||||||||||||||||||||
Transaction | (e.g. new issuance, | Shares | Securities | shares | issued at a | were issued to (entities | issuance (e.g. for cash | Unrestricted as | Registration | |||||||||||||||||||||
cancellation, shares | Issued (or | issued ($/per | discount to market | must have individual | or debt conversion) | of this filing. | Type. | |||||||||||||||||||||||
returned to | cancelled) | share) at | price at the time of | with voting / investment | -OR- | |||||||||||||||||||||||||
treasury) | Issuance | issuance? (Yes/No) | control disclosed). | Nature of Services | ||||||||||||||||||||||||||
Provided | ||||||||||||||||||||||||||||||
04/21/2021 | New Issuance | 23,000,000 | Common | N/A | Yes | Organic Ventures, | Control Shares | Restricted | 4(a)(2) | |||||||||||||||||||||
LLC | ||||||||||||||||||||||||||||||
Kimberly Halvorson | ||||||||||||||||||||||||||||||
04/21/2021 | New Issuance | 23,000,000 | Common | N/A | Yes | Organic Capital | Control Shares | Restricted | 4(a)(2) | |||||||||||||||||||||
Ventures, LLC | ||||||||||||||||||||||||||||||
Roland Halvorson | ||||||||||||||||||||||||||||||
04/21/2021 | New Issuance | 23,000,000 | Common | N/A | Yes | Avatele Group, LLC | Control Shares | Restricted | 4(a)(2) | |||||||||||||||||||||
Hao Han | ||||||||||||||||||||||||||||||
Shares Outstanding on Date of This Report: | ||||||||||||||||||||||||||||||
Ending Balance: | ||||||||||||||||||||||||||||||
Date 09/30/2021 | Common: 99,794,400 | |||||||||||||||||||||||||||||
Preferred: 0 | ||||||||||||||||||||||||||||||
Use the space below to provide any additional details, including footnotes to the table above:
1. On 4/21/21 the Company issues 69,000,000 shares to 3 unrelated parties, Organic Ventures, LLC, Organic Capital Ventures, LLC and Avatele Group, LLC, effectively handing control of the Company to these new shareholders. The issued shares are of the Control Group and Restricted.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 4 of 17 |
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 | Outstanding | Principal | Interest | Maturity | Conversion Terms (e.g. | Name of Noteholder (entities | Reason for |
Issuance | Balance ($) | Amount at | Accrued ($) | Date | pricing mechanism for | must have individual with | Issuance (e.g. |
Issuance ($) | determining conversion of | voting / investment control | Loan, Services, | ||||
instrument to shares) | disclosed). | etc.) |
11/30/2017 $482,464 | $325,000 | $157,464 n/a | Convertible at par | Maximum Ventures | Loan | |||||||||
Holdings, LLC | ||||||||||||||
Yilin Mao | ||||||||||||||
Use the space below to provide any additional details, including footnotes to the table above:
In the 4th Quarter 2017, Maximum Ventures Holdings, LLC, advanced the Company $325,000 to purchase Computer Equipment. The loan is Convertible and bears interest at 10% per annum, compounded quarterly. As of September 30, 2021, the Company owes $482,464 to Maximum Ventures Holdings, LLC in principal and interest. The note has been called by the note holder.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 5 of 17 |
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Fitvia Corp. published this content on 24 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2022 16:11:04 UTC.