Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Code Green Apparel Corporation
32051 E. Nine Drive
Laguna Niguel, CA 92677
214.497.9433
www.linkedin.com/company/code-green-apparel
george@codegreenapparel.com
5699
QuarterlyReport
For the Period Ending: September 30, 2021
(the "Reporting Period")
As of September 30, 2021, the number of shares outstanding of our Common Stock was: 1,256,761,460
As of June 30, 2021, the number of shares outstanding of our Common Stock was: 95,995,344
As of December 31, 2020, the number of shares outstanding of our Common Stock was: 38,087,841
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 16 |
- 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.
Code Green Apparel Corp
Formerly=J.D. Hutt Corp. until 9-2015
Formerly=Gold Standard Mining Corp. until 11-2012
Formerly=Fluid Solutions Inc. until 7-2009
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, December 11, 2007
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:
32051 E. Nine Drive
Laguna Niguel, CA 92677
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:
2) | Security Information | |
Trading symbol: | CGAC | |
Exact title and class of securities outstanding: | Common | |
CUSIP: | 19189Y207 | |
Par or stated value: | .001 | |
Total shares authorized: | 4,990,000,000as of date: September 30, 2021 | |
Total shares outstanding: | 1,256,761,460as of date: September 30, 2021 | |
OTC Markets Group Inc. | ||
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 2 of 16 |
Number of shares in the Public Float2: | 37,227,921 | as of date: September 30, 2021 | |
Total number of shareholders of record: | 104 | as of date: September 30, 2021 |
All additional class(es) of publicly traded securities (if any):
Trading symbol: | ||||||
Exact title and class of securities outstanding: | Preferred A | |||||
CUSIP: | ||||||
Par or stated value: | .001 | |||||
Total shares authorized: | 10,000,000 | as of date: September 30, 2021 | ||||
Total shares outstanding: | 1,000 | as of date: September 30, 2021 | ||||
Trading symbol: | ||||||
Exact title and class of securities outstanding: | Preferred B | |||||
CUSIP: | ||||||
Par or stated value: | .001 | |||||
Total shares authorized: | 10,000,000 | as of date: September 30, 2021 | ||||
Total shares outstanding: | 40,000 | as of date: September 30, 2021 | ||||
Transfer Agent | ||||||
Name: | Pacific Stock Transfer | |||||
Phone: | 1 (800) 785-7782 | |||||
Email: | info@pacificstocktransfer.com | |||||
Address: | 6725 Via Austi Parkway, #300, Las Vegas, NC 89119 | |||||
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: ☐
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 01.01.19Common: 38,087,841 | |||
- "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 16 |
Preferred: | ||||||||||||||
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ Entity | Reason for | Restricted or | Exemption | |||||
Transaction | type (e.g. | Shares | Securities | shares | shares | Shares were | share issuance | Unrestricted | or | |||||
new | Issued (or | issued | issued at | issued to | (e.g. for cash or | as of this | Registration | |||||||
issuance, | cancelled) | ($/per | a | (entities must | debt conversion) | filing. | Type. | |||||||
cancellation, | share) at | discount | have individual | -OR- | ||||||||||
shares | Issuance | to market | with voting / | Nature of | ||||||||||
returned to | price at | investment | Services | |||||||||||
treasury) | the time | control | Provided | |||||||||||
of | disclosed). | |||||||||||||
issuance? | ||||||||||||||
(Yes/No) | ||||||||||||||
03/23/21 | New | 3,770,690 | Common | .001 | No | Adar, LLC | Debt | Unrestricted | 144 | |||||
Goldstein Arye | Conversion | |||||||||||||
04/15/21 | New | 2,128,362 | Common | .001 | No | Adar, LLC | Debt | Unrestricted | 144 | |||||
Goldstein Arye | Conversion | |||||||||||||
04/28/21 | New | 4,354,690 | Common | .001 | No | Adar, LLC | Debt | Unrestricted | 144 | |||||
Goldstein Arye | Conversion | |||||||||||||
05/06/21 | New | 3,341,121 | Common | .001 | No | Adar, LLC | Debt | Unrestricted | 144 | |||||
Goldstein Arye | Conversion | |||||||||||||
05/11/21 | New | 2,578,900 | Common | .001 | No | Auctus Fund, | Debt | Unrestricted | 144 | |||||
LLC | Conversion | |||||||||||||
Lou Posner | ||||||||||||||
05/20/21 | New | 4,780,776 | Common | .001 | No | Adar, LLC | Debt | Unrestricted | 144 | |||||
Goldstein Arye | Conversion | |||||||||||||
06/03/21 | New | 5,496,810 | Common | .001 | No | Auctus Fund, | Debt | Unrestricted | 144 | |||||
LLC | Conversion | |||||||||||||
Lou Posner | ||||||||||||||
06/08/21 | New | 3,220,500 | Common | .001 | No | Adar, LLC | Debt | Unrestricted | 144 | |||||
Goldstein Arye | Conversion | |||||||||||||
06/14/21 | New | 3,220,506 | Common | .001 | No | Tribridge | Debt | Unrestricted | 144 | |||||
Ventures | Conversion | |||||||||||||
John Forsythe | ||||||||||||||
III | ||||||||||||||
06/14/21 | New | 4,585,397 | Common | .001 | No | Adar, LLC | Debt | Unrestricted | 144 | |||||
Goldstein Arye | Conversion | |||||||||||||
OTC Markets Group Inc. | ||||||||||||||
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 4 of 16 |
06/16/21 | New | 2,895,586 | Common | .001 | No | Adar, LLC | Debt | Unrestricted | 144 | |
Goldstein Arye | Conversion | |||||||||
06/22/21 | New | 7,043,103 | Common | .001 | No | Adar, LLC | Debt | Unrestricted | 144 | |
Goldstein Arye | Conversion | |||||||||
06/24/21 | New | 3,915,200 | Common | .001 | No | Auctus Fund, | Debt | Unrestricted | 144 | |
LLC | Conversion | |||||||||
Lou Posner | ||||||||||
06/29/21 | New | 6,575,862 | Common | .001 | No | Adar, LLC | Debt | Unrestricted | 144 | |
Goldstein Arye | Conversion | |||||||||
7.1.21 | New | 2,275,862 | Common | .001 | No | ADAR BAYS | Debt | Unrestricted | 144 | |
LLC Goldstein | Conversion | |||||||||
Arye | ||||||||||
7.8.21 | New | 5,832,121 | Common | .001 | No | ADAR BAYS | Debt | Unrestricted | 144 | |
LLC | Conversion | |||||||||
Goldstein Arye | ||||||||||
7.8.21 | New | 4,903,733 | Common | .001 | No | TRI BRIDGE | Debt | Unrestricted | 144 | |
VENTURES | Conversion | |||||||||
LLC John | ||||||||||
Forsythe | ||||||||||
7.12.21 | New | 4,959,569 | Common | .001 | No | ADAR BAYS | Debt | Unrestricted | 144 | |
LLC | Conversion | |||||||||
Goldstein Arye | ||||||||||
7.13.21 | New | 4,189,709 | Common | .001 | No | CAREBOURN | Debt | Unrestricted | 144 | |
CAPITAL LP | Conversion | |||||||||
Chip Rice | ||||||||||
7.14.21 | New | 5,686,900 | Common | .001 | No | AUCTUS FUND | Debt | Unrestricted | 144 | |
LLC | Conversion | |||||||||
Lou Posner | ||||||||||
7.14.21 | New | 5,081,000 | Common | .001 | No | ADAR BAYS | Debt | Unrestricted | 144 | |
LLC | Conversion | |||||||||
Goldstein Arye | ||||||||||
7.16.21 | New | 5,722,914 | Common | .001 | No | ADAR BAYS | Debt | Unrestricted | 144 | |
LLC | Conversion | |||||||||
Goldstein Arye | ||||||||||
7.21.21 | New | 8,756,569 | Common | .001 | No | ADAR BAYS | Debt | Unrestricted | 144 | |
LLC Goldstein | Conversion | |||||||||
Arye | ||||||||||
OTC Markets Group Inc. | ||||||||||
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 5 of 16 |
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Code Green Apparel Corporation published this content on 18 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 November 2021 22:12:12 UTC.