Curtiss Motorcycle Company, Inc.
A Delaware Corporation
(205) 352-3434
For the Quarter Ended June 30, 2021
Prepared in accordance with OTC Pink Basic Disclosure Guidelines
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Curtiss Motorcycle Company, Inc.
8118 Parkway Drive
Leeds, AL 35094
________________________________
-
352-3434
www.curtissmotorcycles.com
matt@curtissmotorcycles.com
SIC: 3751
Quarterly Report
For the Period Ended: June 30, 2021
(the "Reporting Period")
As of August 23, 2021, the number of shares outstanding of our Common Stock was:
57,938,401
As of March 31, 2021, the number of shares outstanding of our Common Stock was:
57,938,401
As of June 30, 2021, the number of shares outstanding of our Common Stock was:
57,938,401
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:
- "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;
Yes: ☐ | No: ☒ |
- Name of the issuer and its predecessors (if any)
The Company was originally incorporated in Delaware on May 5, 2005 as "French Peak Resources Inc." On December 3, 2008, pursuant to the reverse merger transaction, the Company changed its name to "Confederate Motors, Inc." On January 3, 2018, the Company changed its name to "Curtiss Motorcycle Company, Inc."
The Company was originally incorporated in Delaware on May 5, 2005 as "French Peak Resources Inc." On December 3, 2008, pursuant to the reverse merger transaction, the Company changed its name to "Confederate Motors, Inc." On January 3, 2018, the Company changed its name to "Curtiss Motorcycle Company, Inc."
The Company is currently active in the State of Delaware.
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: ☐ | No: ☒ | ||||
2) | Security Information | ||||
Trading symbol: | CMOT | ||||
Exact title and class of securities outstanding: | Common Stock | ||||
CUSIP: | 231555 103 | ||||
Par or stated value: | $0.001 | ||||
Total shares authorized: | 200,000,000 | as of date: August 23, 2021 | |||
Total shares outstanding: | 57,938,401 | as of date: August 23, 2021 | |||
Number of shares in the Public Float2: | 3,791,965 | as of date: August 23, 2021 | |||
Total number of shareholders of record: | 277 | as of date: August 23, 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: | ____ |
Total shares outstanding: | ____ |
Transfer Agent |
- 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.
- "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.
Name: | Pacific Stock Transfer Company | |
Phone: | (800) 785-7782 | |
Email: | info@pacificstocktransfer.com | |
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒ | No: ☐ |
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors:
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:
N/A
- Issuance History
A. Changes to the Number of Outstanding Shares
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 3/31/2020 | Common: 51,748,381 | ||||||||||
Preferred: 1 | |||||||||||
Exemption | |||||||||||
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ Entity | Reason for share | Restricted or | |||
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) | Reg. | ||||||||||
9/28/2020 | NI | 27,500 | Commo | $0.20 | No | Individuals | Cash | Rest. | |||
n Stock | CF/Rule | ||||||||||
506(c) | |||||||||||
9/29/2020 | NI | 6,000,00 | Commo | $0.20 | No | Individuals | Cash | Rest. | Rule | ||
0 | n Stock | 506(c) | |||||||||
Reg. | |||||||||||
9/30/2020 | NI | 40,000 | Commo | $0.20 | No | Individuals | Cash | Rest. | |||
n Stock | CF/Rule | ||||||||||
506(c) | |||||||||||
Shares Outstanding | on Date of This | Report: | |||||||||
Ending Balance: | Ending | Balance | |||||||||
Date 8/23/21 | Common: 57,938,401 | ||||||||||
Preferred: 1 |
B. Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.
- To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
Date of Note | Outstanding | Principal | Interest | Maturity Date | Conversion Terms (e.g. | Name of Noteholder | Reason for | |
Issuance | Balance ($) | Amount | Accrued | pricing mechanism for | (entities must have | Issuance (e.g. | ||
at | ($) | determining conversion of | individual with voting | Loan, Services, | ||||
Issuance | instrument to shares) | / investment control | etc.) | |||||
($) | disclosed). | |||||||
12/21/201 | 386,021 | 500,000 | 4,120 | 12/21/2027 | N/A | Biz Capital Bidco | Loan | |
7 | I, LLC | |||||||
8/2/2019 | 21,360 | 30,000 | 0 | Monthly | N/A | Dell Business | Loan | |
Credit | ||||||||
7/17/2019 | 10,117 | 18,306 | 0 | 7/17/2022 | N/A | Beacon Hill | Lease | |
Funding | ||||||||
4/15/2020( | 110,500 | 110,500 | 0 | 4/15/2022 | N/A | IBERIABANK | Loan | |
1) | ||||||||
4/21/2020 | 437,500 | 437,500 | 0 | 4/21/2050 | N/A | Small Business | Loan | |
Administration | ||||||||
(SBA) |
- The Company has applied for forgiveness of the loan and is awaiting approval.
- Financial Statements
A. The following financial statements were prepared in accordance with:
☒ U.S. GAAP ☐ IFRS
- The financial statements for this reporting period were prepared by (name of individual)4:
Name: | SetApart Financial Services |
Title: | Consultant |
Relationship to Issuer: | Consultant |
Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.
The issuer is providing the following financial statements:
- Unaudited Consolidated Balance Sheets as of June 30, 2021 and 2020;
- Unaudited Consolidated Statements of Operations for the three-months ended June 30, 2021 and 2020;
- Unaudited Statement of Stockholders' Equity (Deficit) for the three-months ended June 30, 2021 and 2020;
- Unaudited Consolidated Statements of Cash Flows for the three-months ended June 30, 2021 and 2020; and
- Notes to the unaudited financial statements.
- The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.
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Curtiss Motorcycles Company Inc. published this content on 09 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 February 2022 02:17:08 UTC.