Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

DND TECHNOLOGIES, INC.

a Nevada corporation

22600-C Lambert Street

Suite 902

Lake Forest, CA 92630

(949) 689-062

[website under development]

office@itonisholdings.com

SIC Code 5499

Quarterly Report

For the Period Ending: September 30, 2021

(the "Reporting Period")

As of the current Reporting Period ending September 30, 2021, the number of shares outstanding of our Common Stock was: 31,402,259.

As of the prior Reporting Period ending June 30, 2021, the number of shares outstanding of our Common Stock was: 31,402,259.

As of the most recent completed Fiscal Year End date of December 31, 2020, the number of shares outstanding of our Common Stock was: 31,402,259.

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.

The Issuer was incorporated as DND Technologies, Inc. on May 9, 1997.

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. Status is active.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None known.

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 known.

The address(es) of the issuer's principal executive office:

22600-C Lambert Street, Suite 902, Lake Forest, California 92630.

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:

DNDT

Exact title and class of securities outstanding:

Common

CUSIP:

23325K 204

Par or stated value:

$0.001

Total shares authorized:

800,000,000

Total shares outstanding:

31,402,259

Number of shares in the Public Float2:

1,348,185

Total number of shareholders of record:

72

All additional class(es) of publicly traded securities (if any):

  • as of date: Sept 30, 2021.

  • as of date: Sept 30, 2021.

  • as of date: Sept 30, 2021.

  • as of date: Sept 30, 2021.

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.

Trading symbol:

None other publicly traded.

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:

Action Stock Transfer Corp.

Phone:

(801) 274-1088

Email:

action@actionstocktransfer.com

Address:

2469 E. Fort Union Blvd, Suite 214, Salt Lake City, UT 84121

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 BalanceDate 12/31/2016

Common: Preferred:

29,402,259 0

*Right-click the rows below and select "Insert" to add rows as needed.

Date of Transaction

Transaction type (e.g. new issuance, cancellation, shares returned to treasury)

Number of Shares Issued (or cancelled)

Class of Securities

Value of shares issued ($/per share) at Issuance

Were the shares issued at a discount to market price at the time of issuance? (Yes/No)

Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).

Reason for share issuance (e.g. for cash or debt conversion) - OR- Nature of Services Provided

Restricted or Unrestricted as of this filing.

Exemption or Registratio n Type.

1-3-2014

New issuance

5,000,000

Common

$5,000 (or $0.001)

Yes.

Brindicate Capital LLC (William Cianelli)

Debt conversion.

Restricted

3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

1-1-2018

New issuance

1,000,000

Common

$00.1

No.

Mark Cheung

Acquisition of THCA Beverage

Restricted

1-1-2018

New issuance

1,000,000

Common

$00.1

No.

Lawrence Twombly

Acquisition of THCA Beverage

Restricted

Shares Outstanding on Date of This Report:

Ending Balance:

Date 9/30/2021 Common: 31,402,259

Preferred: 0

Use the space below to provide any additional details, including footnotes to the table above: None

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

Outstandin g Balance ($)

Principal Amount at Issuance ($)

Intere st Accru ed ($)

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.)

7/23/2005

$300,000.

$300,000.

1/27/2006

None.

Charlie Abujudeh by assignment.

Loan.

10/15/2010

$50,000.

$50,000.

10/15/2011

Based on prior month's average closing price.

Charlie Abujudeh by assignment

Loan

12/31/2017

$10,000.

$10,000

12/31/2018

Conversion at $0.001/share.

CZA, Inc. (Doris Vo)

Loan

Use the space below to provide any additional details, including footnotes to the table above: None.

4)Financial Statements

A. The following financial statements were prepared in accordance with:

U.S. GAAP

IFRS

B. The financial statements for this reporting period were prepared by (name of individual)4:

Name:

Michael Berg

Title:

CPA

Relationship to Issuer:

CPA

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.

  • C. Balance Sheet;

  • D. Statement of Income;

  • E. Statement of Cash Flows;

  • F. Statement of Retained Earnings (Statement of Changes in Stockholders' Equity)

  • G. Financial notes; and

  • H. Audit letter, if audited

You may either (i) attach/append the financial statements to this disclosure statement or (ii) file the financial statements through OTCIQ as a separate report using the appropriate report name for the applicable period end. ("Annual Report," "Quarterly Report" or "Interim Report").

If you choose to publish the financial statements in a separate report as described above, you must state in the accompanying disclosure statement that such financial statements are incorporated by reference. You may reference the document(s) containing the required financial statements by indicating the document name, period end date, and the date that it was posted to OTCIQ in the field below. Financial Statements must be compiled in one document.

See said financial statements appended hereto below, and incorporated herein by this reference.

Financial statement information is considered current until the due date for the subsequent report (as set forth in the qualifications section above). To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of each fiscal quarter-end date.

5)Issuer's Business, Products and Services

The purpose of this section is to provide a clear description of the issuer's current operations. In answering this item, please include the following:

A. Summarize the issuer's business operations (If the issuer does not have current operations, state "no operations")

The Company operates principally via its wholly-owned subsidiary, THCA Beverage Company, Inc., which produces an infused beverage product that helps promote calmness and wellness and helps alleviate anxiety. The Company is currently undergoing research and development of their beverages. The Company is using its moderate sales to conduct market research with the intention of developing a marketing plan to distribute its beverages on a much broader scale. Meanwhile, the Company continues with its aggressive plan to acquire high growth entrepreneurial companies that have established or are expected to establish themselves as leaders and successful enterprises in various market niches.

B. Please list any subsidiaries, parents, or affiliated companies.

4 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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DND Technologies Inc. published this content on 29 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2022 17:47:03 UTC.