EVER HARV Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Ever Harvest International Group Inc.
A Nevada Corporation
Suite F, 16/F., Cameron Plaza
23 Cameron Road
Tsim Sha Tsui, Hong Kong
Phone: +852 2732 0018
SIC Code: 5961
Quarterly Report
For the Quarter Ending: September 30, 2021
(the "Reporting Period")
As of September 30, 2021, [Current Reporting Period Date or More Recent Date]the number of shares outstanding of our Common Stock was:
170,859,583
As of June 30, 2021, [Prior Reporting Period End Date]the number of shares outstanding of our Common Stock was:
170,859,583
As of December 31, 2020, [Most Recent Completed Fiscal Year End Date]the number of shares outstanding of our Common Stock was:
20,859,583
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 Control of the company has occurred over this reporting period:
Yes: ☐ | No: ☒ |
ITEM 1 NAME AND ADDRESS(ES) OF 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.
Name changes:
Current name Ever Harvest International Group Inc. From 10/14/2021 to Present Formerly Totally Green, Inc. From 9/22/2010 to 10/14/2021
Formerly known as Naturally Iowa, Inc. From 7/26/2007 to 9/22/2010 Formerly known as Chieflive, Inc. From 9/6/2002 to 7/26/2007
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years;
Date and state (or jurisdiction) of incorporation (also describe any changes to incorporation since inception, if applicable) September 6, 2002 - Nevada
Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):
Active
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception: None.
During the past 5 years the Company has been incorporated in the State of Nevada
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:
Suite F, 16/F., Cameron Plaza
23 Cameron Road
Tsim Sha Tsui, Hong Kong
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:
Suite F, 16/F., Cameron Plaza
23 Cameron Road
Tsim Sha Tsui, Hong Kong
Has the issuer or any of its predecessors ever been in bankruptcy, receivership, or any similar proceeding in the past five years?
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Yes: ☐ | No: ☒ |
ITEM 2 SECURITY INFORMATION:
Trading symbol: TLGN
Exact title and class of securities outstanding: Common stock
CUSIP: 89154K201
Par or stated value: $0.001
Total shares authorized: 750,000,000 shares as of date: September 30, 2021
Total shares outstanding: 170,859,583 shares as of September 30,
2021 Number of shares in the Public Float: 3,244,943 as of September 30, 2021
Additional Classes:
Trading symbol: None
Exact title and class of securities outstanding: Series C Preferred Stock
CUSIP: None
Par or stated value: $0.001
Total shares authorized: 1 share as of date: September 30, 2021
Total shares outstanding: 0 shares as of date: September 30, 2021
Trading symbol: None
Exact title and class of securities outstanding: Series E Preferred Stock
CUSIP: None
Par or stated value: $0.001
Total shares authorized: 1 share as of date: September 30, 2021
Total shares outstanding: 0 shares as of date: September 30, 2021
Trading symbol: None
Exact title and class of securities outstanding: Series F Preferred Stock
CUSIP: None
Par or stated value: $0.001
Total shares authorized: 1 share as of date: September 30, 2021
Total shares outstanding: 0 shares as of date: September 30, 2021
Transfer Agent:
Name: Pacific Stock Transfer Company
Phone: 702-361-3033
Email: paul@pacificstocktransfer.com
Address: 6725 Via Austi Parkway, Suite 300, Las Vegas, NV 89119
Is the Transfer Agent registered under the Exchange Act? Yes: ☒ No: ☐
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ITEM 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
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.
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: ☐
Number of Shares | Opening Balance: | ||||||||
outstanding as of | Common: 20,859,583 | ||||||||
December 31, | Preferred: 0 | ||||||||
2018 | |||||||||
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ Entity | Reason for share | Restricted | Exemptio |
Transaction | type (e.g. | Shares Issued | Securities | shares | shares | Shares were issued | issuance (e.g. for | or | n or |
new | (or cancelled) | issued | issued at a | to (entities must | cash or debt | Unrestricted | Registrati | ||
issuance, | ($/per | discount to | have individual | conversion) OR | as of this | on Type? | |||
cancellation, | share) at | market | with voting / | Nature of Services | filing? | ||||
shares | Issuance | price at the | investment control | Provided (if | |||||
returned to | time of | disclosed). | applicable) | ||||||
treasury) | issuance? | ||||||||
(Yes/No) | |||||||||
2/22/2021 | New | 150,000,000 | Common | $.00003 | Yes | Barbara | Settlement of | Restricted | Exempti |
issuance | Stock | McIntyre | debt | on on - | |||||
Bauman(1) | Section | ||||||||
4(a)(2) | |||||||||
Shares | Ending Balance: | ||||||||
Outstanding on | Common: 170,859,583 | ||||||||
September 30, | |||||||||
2021 | Preferred: 0 | ||||||||
- On May 18, 2021. Ms. Bauman sold 150,000,000 shares of the Company's common stock to CHEN Xiaofeng for aggregate consideration of Three Hundred Forty Thousand ($340,000). It is our understanding that the purchaser is not a U.S. Person within the meaning of Regulations S. Accordingly, the shares are being sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, Regulation D and Regulation S promulgated thereunder.
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In connection with the sale of Ms. Bauman's securities, Ms. Bauman resigned from all of her positions with the Company and appointed Chi Tong AU to serve as Chief Executive Officer, Secretary and Director and Parkson Tak Yin YIP as Chief Financial Officer of the Company.
B. Debt Securities, Including Promissory and Convertible Notes
List and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☒
Date of | Outstanding | Principal | Interest | Maturity | Conversion | Terms (e.g. pricing | Name of | Reason for | |||||||||||||||||
Note | Balance ($) | Amount at | Accrued | Date | mechanism | for | determining | Noteholder | Issuance (e.g. | ||||||||||||||||
Issuance | Issuance | ($) | conversion | of | instrument to | Loan, Services, | |||||||||||||||||||
($) | shares) | etc.) | |||||||||||||||||||||||
ITEM 4 FINANCIAL STATEMENTS
- 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):
Name: | Parkson Tak Yin YIP |
Title: | Chief Financial Officer (Principal Financial Officer) |
Relationship to Issuer: | Chief Financial Officer (Principal Financial Officer) |
PLEASE SEE ATTACHED FINANCIAL STATEMENTS AND NOTES TO
FINANCIAL STATEMENTS AFTER ITEM 10
ITEM 5 | ISSUER'S BUSINESS, PRODUCTS AND SERVICES |
- Summarize the issuer's business operations: The Company was incorporated in the State of Nevada on September 6, 2002 under the name Chieflive, Inc. On July 26, 2007, the Company changed its name to Naturally Iowa, Inc., on September 22, 2010, the Company changed its name to Totally Green, Inc., and on October 14, 2021, the Company changed its name to Ever Harvest International Group, Inc., its current name.
On August 30, 2021, we entered into an agreement to acquire all of the issued and outstanding shares of Ever Harvest Capital Group Limited, a British Virgin Islands limited liability company ("EHCG"), from YANG Huichun and LEE Wai Hong Alex, EHCG's sole
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Totally Green Inc. published this content on 02 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 December 2021 08:00:03 UTC.
